Exhibit 4.67






Exhibit 4.67  

EXECUTION COPY

 

 

 

	 
	DEVELOPMENT LOAN AGREEMENT 
	by and between 
	NGP BLUE MOUNTAIN I LLC 
	(the "Borrower") 
	and 
	GLITNIR BANK' HF 
	(the "Lender") 
	dated as of 
	November 1, 2007 


 

 

 







DEVELOPMENT LOAN AGREEMENT TABLE OF CONTENTS

Page

	SECTION 1. DEFINITIONS 	1 
	           
             1.1 	         Certain
      Defined Terms 	1 
	         
               1.2 	       
       Accounting Terms and Certain Principles of Interpretation 	16 
	  	  	  
	SECTION 2. LOAN 	17 
	               
         2.1 	         Commitment
    	17 
	         
               2.2 	       
       Promissory Note for Loans 	17 
	               
         2.3 	         Use of
      Proceeds 	17 
	         
               2.4 	       
       Advances 	17 
	               
         2.5 	         Interest
    	18 
	         
               2.6 	       
       Repayment 	20 
	               
         2.7 	         Prepayments
    	20 
	         
               2.8 	       
       Fees 	21
	               
         2.9 	         Certain
      LIBOR and Interest Provisions 	21 
	  	  	  
	SECTION 3. CONDITIONS PRECEDENT 	26 
	         
               3.1 	       
       Conditions Precedent to Initial Advance 	26 
	               
         3.2 	         Conditions
      Precedent to Each Subsequent Advance 	30 
	  	  	  
	SECTION 4. REPRESENTATIONS AND WARRANTIES
    	32 
	         
               4.1 	       
       Existence; Compliance with Law; Business Conduct 	32 
	               
         4.2 	         Power
      and Authorization; Enforceable Obligations 	32 
	         
               4.3 	       
       No Legal Bar 	33 
	               
         4.4 	         No Litigation
    	33 
	         
               4.5 	       
       Indebtedness 	3 3 
	               
         4.6 	         Ownership
      of Property; Liens 	3 3 
	         
               4.7 	       
       Investment Company Act 	34 
	               
         4.8 	         Margin
      Securities 	34 
	         
               4.9 	       
       Subsidiaries 	34 
	               
         4.10 	         Possession of Franchises,
      Licences, etc 	35 
	           
             4.11	          Financial
      Statements 	35 
	               
         4.12 	          Full Disclosure;
      Project Pro Formas; Development Loan Budget 	35 
	           
             4.13	          No
      Default 	36 
	               
         4.14 	         Agreements	36 
	           
             4.15 	         Taxes	36 
	               
         4.16 	         Permits; Environmental
      Matters 	36 
	           
             4.17 	         Employee
      Benefit Plans	37 
	               
         4.18 	         Development and Construction
      of the Project 	37 
	           
             4.19 	         Sufficiency
      of Assets	37 
	               
         4.20	          Zoning/Subdivision
    	37 




    


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                 4.21 	         Real
      Property Interests 	37 
	  	  	  
	SECTION 5. COVENANTS AND CONTINUING
      AGREEMENTS 	38 
	               
         5.1 	         Affirmative
      Covenants 	38 
	           
             5.2 	       
       Negative Covenants 	44 
	  	  	  
	SECTION 6. EVENTS OF DEFAULT;
      RIGHTS AND REMEDIES ON DEFAULT 	49 
	               
         6.1 	         Events
      of Default 	49 
	           
             6.2 	       
       Rights and Remedies 	51 
	  	  	  
	SECTION 7. MISCELLANEOUS 	52 
	               
         7.1 	         Participations;
      Assignment 	52 
	           
             7.2 	       
       Payment of Expenses 	53 
	               
         7.3 	         Amendments
      and Waivers 	53 
	           
             7.4 	       
       Nonwaiver by Lender 	54 
	               
         7.5 	         Construction
      of Agreement 	54 
	           
             7.6 	       
       Waivers by Borrower 	55 
	               
         7.7 	GOVERNING LAW; WAIVER OF JURY TRIAL;
      	  
	  	     
         LIMITATION OF REMEDIES 	55 
	               
         7.8 	         Notices
    	57 
	           
             7.9 	       
       Counterparts 	5 8 
	               
         7.10 	         Confidentiality	58 
	           
             7.11 	         Indemnity	59 
	               
         7.12 	         Scope of Liability	59 




	EXHIBIT A 	FORM OF PROMISSORY NOTE 
	EXHIBIT B-1	FORM OF INITIAL REQUEST 
	EXHIBIT B-2 	FORM OF SUBSEQUENT ADVANCE
      REQUEST 
	EXHIBIT B-3 	FORM OF CONTINUATION/CONVERSION NOTICE 
	EXHIBIT C 	FORM OF PLEDGE AGREEMENT
  



	SCHEDULE 1.1 	TITLE EXCEPTIONS 
	SCHEDULE 1.2	DEVELOPMENT LOAN BUDGET 
	SCHEDULE 1.3	[RESERVED] 
	SCHEDULE 1.4	PROJECT CONTRACTS 
	SCHEDULE 1.5 	PROJECT PERMITS 
	SCHEDULE 1.6	PROJECT PRO FORMAS 
	SCHEDULE 4.4 	LITIGATION 
	SCHEDULE 4.6(c)	SECURITY FILINGS 
	SCHEDULE 4.21 	DESCRIPTION OF REAL PROPERTY 
	SCHEDULE 5.1(j)	SEPARATENESS 
	SCHEDULE 5.2(f)	AFFILIATE TRANSACTIONS 
	SCHEDULE 7.8	ADDRESSES FOR NOTICES 
	EXHIBIT 6 	 EXHIBIT 6 TO POWER PURCHASE AGREEMENT
  



  


DEVELOPMENT LOAN AGREEMENT

     This DEVELOPMENT LOAN AGREEMENT
is dated as of this 1st day of November, 2007 (this "Agreement"), by and
between NGP Blue Mountain I LLC, a Delaware limited liability company
("Borrower"), and GLITNIR BANKI HF, a company incorporated in Iceland
("Lender"), such parties to be referenced individually as a "Party" and
collectively as "Parties."

     WHEREAS, Borrower was created to
develop, own and operate geothermal production and re-injection wells into the
geothermal resource located on approximately 10,900 acres at the Faulkner I site
in Humboldt County, Nevada to supply geothermal fluids to an electric generating
facility to be constructed by Borrower on such site which shall be capable of
producing approximately 31.25 MWs of net electrical power (the
"Project"); and

     WHEREAS, Borrower desires that
Lender make certain loans to Borrower to finance, on an interim basis, the
development of the Project and Lender is willing to make such loans to Borrower,
on the terms set forth herein and the related loan documents;

     NOW, THEREFORE, in consideration
of the terms and conditions contained herein, and of any extensions of credit
heretofore, now or hereafter made by Lender, the Parties hereto agree as
follows:

SECTION 1. DEFINITIONS

     1.1 Certain Defined Terms.
When used herein, the following terms shall have the following meanings:

     "Adjusted Base Rate"
means, for any day, a rate per annum equal to the greater of (a) the Base Rate
in effect on such day, and (b) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Adjusted Base Rate due to a change in
the Base Rate or the Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Base Rate or the Federal
Funds Effective Rate, respectively.

     "Adjusted LIBOR" means,
with respect to any LIBOR Loan for any Interest Period, an interest rate per
annum equal to (a) the LIBOR of such Interest Period multiplied by (b) the
Statutory Reserve Rate.

     "Advance": Each partial
advance of the Loans made by Lender to Borrower under Section 2.4 of this
Agreement, including the Initial Advance.

 

Development Loan Agreement




2

     "Affiliate": With respect
to any Person, any other Person (a) directly or indirectly controlling,
controlled by or under direct or indirect common control with such Person; (b)
directly or indirectly owning or holding any equity interest or other economic
interest or benefit in such Person in excess of ten percent (10%); or (c) in
which such Person directly or indirectly controls any voting stock or other
equity interest in excess of ten percent (10%). For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by," and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Notwithstanding the foregoing, none of Lender or its
respective investors or participants shall be deemed an Affiliate of
Borrower.

     "Agreement": This
Development Loan Agreement, including all Exhibits and Schedules hereto, as the
same may be from time to time amended, modified or supplemented.

"Applicable Margin": (i) 2.25% per annum with respect to that portion of Loans maintained from
  time to time as a Base Rate Loan, and (ii) 3.25% perannum
  with respect to that portion of Loans maintained as a LIBOR Loan, provided,
  however, that if the UEPA Permit and any necessary amendments thereto have
  not been approved and declared effective on or prior to March 31, 2008, the
  Applicable Margin will be increased from and including such date to 3.25% per annum with respect to that portion of Loans maintained
  from time to time as a Base Rate Loan, and 4.25% per annum with respect to that portion of Loans maintained as a LIBOR Loan.

     "Authorized Officers": The
officers of Borrower who are authorized to execute the Loan Documents and any
documents to be delivered in connection with the Loan Documents on behalf of
Borrower, as applicable.

     "Available Development
Sources": At any time, the sum of (i) the undrawn amounts of the Loans under
this Agreement, (ii) cash equity contributed to Borrower following the Effective
Date and (iii) other amounts committed to Borrower on terms and conditions
acceptable to Lender.

     "Availability Period": The
period from and including the Effective Date to, but excluding, the date that is
180 days from the Effective Date.

     "Available Financing
Proceeds": All proceeds of any debt and equity financing for the Project
that are available to Borrower on the Financial Closing Date to




3

make the payments set forth in Section 2.6(c) of this
Agreement, consistent with the terms and conditions governing such debt and
equity financing.

     "Bankruptcy Code": Title
11 of the United States Code, as in effect from time to time, or any successor
thereto.

     "Base Rate" means, at any
time, the WSJ Prime Rate as published in the Wall Street Journal.

     "Base Rate Loan" means a
Loan bearing interest at a fluctuating rate determined by reference to the
Adjusted Base Rate.

     "BLM": Bureau of Land
Management of the United States of America, Department of the Interior.

     "Board": The Board of
Governors of the Federal Reserve System of the United States.

     "Borrower": NGP Blue
Mountain I LLC, a Delaware limited liability company, and its permitted
successors-in-interest.

     "Borrower Account": Bank
of the West, 4950 Kietzke Lane, Reno, Nevada 89509 (Tel: 775-824-3940) (Routing
#: 121100782), for the account of NGP Blue Mountain I LLC, Account Number
247-101850.

     "Borrower Organizational
Documents": As defined in Section 3.1(f) of this Agreement.

     "Borrowing Request": Any
of the Initial Request or Subsequent Advance Requests.

     "Business Day": Any day
other than a Saturday, Sunday or a day on which commercial banks in New York
city are authorized or required by law to remain closed; provided that
when used in connection with a LIBOR Loan, the term "Business Day" shall
also exclude any day on which banks are not open for dealings in Dollar deposits
in the London interbank market.

     "Change in Law": As
defined in Section 2.9(c) of this Agreement.

     "Change of Control": The
occurrence of any of the following events: (i) a merger or consolidation of
Borrower with or into any Person or the merger of another Person with or into
Borrower, (ii) a sale, transfer, lease, or other disposition by Borrower to any
Person of all or substantially all of the assets of Borrower in a single
transaction or




4

a series of transactions or (iii) a tender offer, sale of
voting securities by Borrower or other event or series of events, in each case
as a result of which more than 51% of the voting securities of Borrower is
acquired, directly or indirectly, by any Person or group (as defined in Section
13(d)(3) of the Securities and Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder as in effect on the Effective Date).

     "Code": The Internal Revenue
  Code of 1986, as amended from time to time.

      "Collateral": The collateral subject to the Liens of
  the Security Documents, or any other security documents entered into in connection
  with the Project in accordance herewith for the benefit of Lender.

     "Commitment Fee": The
commitment fee payable to Lender in the amount of 0.5% per annum on the undrawn
portion of the Loans.

     "Construction Financing
Documents": That certain (i) amended and restated commitment letter by and
among Morgan Stanley Senior Funding, Inc. ("MSSF"), Morgan Stanley & Co.,
Inc. ("MS&Co"), Lender and Nevada Geothermal Power Company for the
US$100,000,000 construction loan facility for the Project and (ii) commitment
letter by and between Nevada Geothermal Power Inc. and MS Greenrock LLC for the
US$100,000,000 equity financing to be used to repay the construction loan
financing referred to under item (i) above, as may be amended, modified and/or
amended and restated from time to time.

     "Continuation/Conversion
Notice": That certain notice in the form attached hereto as Exhibit B-3.

     "Core Real Estate Documents":
All geothermal leases and other mineral and surface rights associated with
the Project Site, all other rights relating thereto (other than the applications
therefor from BLM or any other Person, but including the transmission line
rights of way and easements), as described on Schedule 4.21 attached hereto.

     "Date Certain": The first
anniversary of the Effective Date.

     "Default": Any event, act
or condition which with notice or lapse of time, or both, would constitute an
Event of Default.

     "Default Rate" means the
Interest Rate plus 2% per annum.

     "Deferred Commitment Fees":
As defined in Section 2.8 of this Agreement. "Development Loan Budget":
The Development Loan Budget for the Project, which as of the Effective Date
is attached to this Agreement as Schedule 1.2, as such



 

5

document may be revised from time to time solely in accordance
with Section 5.1(k) of this Agreement, and which sets forth the budgeted costs
and expenses and the anticipated dates of Advances for the further development
of the Project from the Effective Date until the Date Certain.

      "Dollars" and
"i": The lawful currency of the United States.

     "Effective Date":
The date of this Agreement.

     "Employee Benefit Plan":
The term "Employee Benefit Plan" means any employee benefit plan within the
meaning of Section 3(3) of ERISA that (a) is maintained for employees of
Borrower or any of its ERISA Affiliates or (b) has at any time within the
preceding six (6) years been maintained for the employees of Borrower or any
current or former ERISA Affiliate, as well as any Multiemployer Plan under
ERISA.

     "Environmental Indemnity
Matters": As defined in Section 5.1(c) of this Agreement.

     "Environmental Laws": Any
and all Laws (including common laws) pertaining to human health and safety and
the environment, in any and all jurisdictions in which Borrower is conducting
business, or where any real property of Borrower is located or where any
Hazardous Substances generated by or disposed of by Borrower are located,
including, without limitation, the Clean Air Act, as amended, the Comprehensive
Environmental, Response, Compensation, and Liability Act of 1980, as amended,
the Federal Water Pollution Control Act, as amended, the Resource Conservation
and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended,
the Toxic Substances Control Act, as amended, the Superfund Amendments and
Reauthorization Act of 1986, as amended, and any other federal, state, regional
or local environmental conservation or protection Laws as each may from time to
time be amended or supplemented.

     "Enviroscientist Report":
The report prepared by Enviroscientist, Inc. dated as of October 12, 2007 as
to the matters described in the scope of services agreed to between
Enviroscientist, Inc. and the Lender.

     "EPC Contract": That
certain Engineering, Procurement and Construction Contract to be entered into by
Borrower with respect to the design and construction of the Project.

     "ERISA": The term "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any successor statute and all rules and regulations promulgated
thereunder.




6

     "ERISA Affiliate": The
term "ERISA Affiliate," as applied to Borrower, means any Person that is a
member of a group that is under common control with Borrower, which together
with Borrower is treated as a single employer within the meaning of Section
414(b), (c), (n), or (o) of the Code.

     "Event of Bankruptcy":
With respect to any Person, the occurrence of any of the following events:

	 	(i) 	the commencement by such Person of a voluntary
      case concerning itself under the Bankruptcy Code or similar Law; 
	 	  	  
	 	(ii) 	an involuntary case is commenced against such
      Person and the petition is not controverted within twenty (20) days, or is
      not dismissed within sixty (60) days, after commencement of the case;
  
	 	  	  
	 	(iii) 	a custodian (as defined in the Bankruptcy Code)
      is appointed for, or takes charge of, all or substantially all of the
      property of such Person or such Person commences any other proceedings
      under any reorganization, arrangement, adjustment of debt, relief of
      debtors, dissolution, insolvency or liquidation or similar Law of any
      jurisdiction whether now or hereafter in effect relating to such Person or
      there is commenced against such Person any such proceeding which remains
      undismissed for a period of sixty (60) days; 
	 	  	  
	 	(iv) 	the entrance of any order of relief or other
      order approving any such case or proceeding involving such Person by a
      court of competent jurisdiction; 
	 	  	  
	 	(v) 	such Person is adjudicated insolvent or
      bankrupt by a court of competent jurisdiction; 
	 	  	  
	 	(vi) 	such Person suffers any appointment of any
      custodian or the like for it or any substantial part of its property which
      continues undischarged or unstayed for a period of sixty (60) days; 
	 	  	  
	 	(vii) 	 such Person makes a general assignment
      for the benefit of creditors; 
	 	  	  
	 	(viii) 	such Person shall fail to pay, or shall state
      that it is unable to pay, or shall be unable to pay, its debts generally
      as they become due; 
	 	  	  
	 	(ix) 	such Person shall by any act or failure to act
      consent to, approve of or acquiesce in any of the foregoing; or
  



  


7

	 	(x)     any partnership, limited
      liability company or corporate action, as the case may be, is taken by
      such Person for the purpose of effecting any of the foregoing. 	
	 	               
	 	               


     "Event of Default": As
defined in Section 6.1 of this Agreement.

     "Expiring Drilling
Contract" means that certain Daywork Drilling Contract, effective as of
March 30, 2007, by and between Nevada Geothermal Power Company and ThermaSource,
Inc. All material work to be performed under the Expiring Drilling Contract has
been performed prior to the date hereof.

     "Federal Funds Effective
Rate" means, for any day, the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average (rounded upwards, if necessary, to
the next 11100 of 1%) of the quotations for such day for such transactions
received by the Lender from three Federal funds brokers of recognized standing
selected by it.

     "Financial Closing Date"
or "Financial Close": The earliest date upon which Borrower executes the
definitive loan agreement contemplated by the commitment letter referred to in
clause (i) of the definition of Construction Financing Documents, all conditions
for initial funding thereunder have been satisfied or waived and the initial
funding shall have occurred thereunder.

     "FPA": The Federal Power Act, as
amended.

     "GAAP": United States
generally accepted accounting principles consistently applied.

     "Geothermal Resource
Consultant": GeothermEx, Inc. or such other Persons selected by Lender to
act as Geothermal Resource Consultant hereunder.

     "Geothermal Resource
Consultant Report": The memorandum report of the Geothermal Resource
Consultant dated as of October 13, 2007.

     "Governmental Authority":
Any federal, regional, state, local or political subdivision and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

     "Hazardous Substance": Any
pollutant, contaminant, hazardous substance, hazardous waste, toxic substance,
petroleum or petroleum-derived substance, waste, or




8

additive, asbestos, asbestos-containing materials,
polychlorinated biphenyls, radioactive material, or other compound, element,
chemical material or substance in any form whatsoever (including products)
regulated, restricted or controlled by or under or for which liability may be
imposed under any Environmental Law.

     "Indebtedness": Without
duplication, (i) all obligations of any Person for borrowed money or for the
deferred purchase price of property or services (other than (x) trade payables
on terms of sixty (60) days or less incurred in the ordinary course of business
of such Person for the purposes described in the Development Loan Budget but
only to the extent paid on such terms and (y) payables to vendors, contractors,
suppliers, advisers, consultants or other providers to such Person in accordance
with the Development Loan Budget), (ii) all obligations of such Person evidenced
by a note, bond, debenture or similar instrument, (iii) all obligations of such
Person under capital leases or synthetic leases, (iv) the stated amount of all
letters of credit issued for the account of such Person and, without
duplication, all unreimbursed amounts drawn thereunder, (v) all Indebtedness of
any other Person secured by any Lien on any property owned by such Person,
whether or not such Indebtedness has been assumed, (vi) all obligations of such
Person under any interest rate protection agreement and any currency swap or
similar agreement and (vii) all contingent obligations of such Person
guaranteeing or intended to guarantee, or otherwise providing or intending to
provide assurance against loss in respect of, any Indebtedness, leases,
dividends or other obligations of any other Person.

     "Indemnified Liabilities":
As defined in Section 7.11 of this Agreement. 

     "Indemnified Party": As
defined in Section 5.1(c) of this Agreement. 

     "Initial Advance": The
  initial advance of the Loans to be made by Lender to Borrower under Section
  2.4(b) of this Agreement.

     "Initial Request": As
defined in Section 2.4(b) of this Agreement.

     "Initial Disbursement
Date": As defined in Section 2.4(b) of this Agreement.

     "Insurance
  Policies": The insurance policies described in Section 5.1(f) of this
  Agreement.

     "Interest Period": With
respect to any LIBOR Loan, the period beginning on (and including) the date on
which such LIBOR Loan is made or continued as, or converted into, a LIBOR Loan,
and ending on (but excluding) the day which numerically corresponds to such date
three months thereafter (or, if such month has no numerically corresponding day,
on the last Business Day of such month), as the Borrower may select in the
relevant notice; provided that, if such Interest Period would otherwise end on a
day




9

which is not a Business Day, such Interest Period shall end on
the following Business Day (unless such next following Business Day is the first
Business Day of a calendar month, in which case such Interest Period shall end
on the Business Day next preceding such numerically corresponding day).

     "Interest Rate": (i) on
that portion of Loans maintained from time to time as a Base Rate Loan, equal to
the sum of the Adjusted Base Rate from time to time in effect plus the relevant
Applicable Margin, and (ii) on that portion of Loans maintained as a LIBOR Loan,
during each Interest Period applicable thereto, equal to the sum of the Adjusted
LIBOR for such Interest Period plus the relevant Applicable Margin.

     "Law": With respect to any
Governmental Authority, any constitutional provision, law, statute, code, rule,
regulation, ordinance, treaty, order, decree, writ, judgment, decision,
certificate, holding, determination, injunction, Project Permit or requirement
of such Governmental Authority along with the interpretation and administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof. Unless the context clearly requires otherwise, the term
"Law" shall include each of the foregoing (and each provision thereof) as in
effect at the time in question, including any amendments, supplements,
replacements, or other modifications thereto or thereof, and whether or not in
effect at the date of this Agreement.

     "Lender": Glitnir Banki
hf, and each of its respective permitted successors and assigns.

     "LIBOR" means, with
respect to any LIBOR Loans for any Interest Period, the rate per annum
determined by the Lender at approximately 11:00 a.m. (London time) on the date
that is two Business Days prior to the beginning of the relevant Interest Period
by reference to the British Bankers' Association Interest Settlement Rates for
deposits in Dollars (as set forth by the Bloomberg Information Service or any
successor thereto or any other service selected by the Lender which has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, the
"LIBOR" shall be the interest rate per annum determined by the Lender to be the
average of the rates per annum at which deposits in Dollars are offered for such
relevant Interest Period to major banks in the London interbank market in
London, England by the Lender at approximately 11:00 a.m. (London time) on the
date that is two Business Days prior to the beginning of such Interest
Period.

     "LIBOR Loan" means a Loan
bearing interest, at all times during an Interest Period applicable to such
Loan, at a rate of interest determined by reference to the Adjusted LIBOR.




10

     "LIBOR Office" means the
office of the Lender designated as its "LIBOR Office" on Schedule 7.8
hereto or such other office designated from time to time by notice from the
Lender to the Borrower, whether or not outside the United States, which shall be
making or maintaining the LIBOR Loans of the Lender.

     "Lien": Any mortgage, lien
(statutory or other), pledge, hypothecation, assignment, collateral assignment,
security interest, title-retention arrangement, mandatory deposit arrangement,
encumbrance, or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other titleretention
arrangement, any sale of receivables or any capital lease), and the filing of
any financing statement under the Uniform Commercial Code or comparable law of
any jurisdiction in respect of any of the foregoing.

     "Loans": As defined in
Section 2.1 of this Agreement.

     "Loan Documents": This
Agreement, the Note, the Security Documents, and all other instruments,
documents or other writings now or hereafter executed by Borrower with respect
to the Loans or pertaining to or as security for the payment and performance of
the Obligations.

     "Management Plan": As defined
  in Section 3.1(j) of this Agreement. 

     "Material Adverse Effect":
  Any material adverse effect upon (i) the business, operations, properties, assets,
  prospects or condition (financial or otherwise) of Borrower, (ii) the ability
  of Borrower to perform any of its Obligations under the Loan Documents, (iii)
  the validity, perfection and enforceability of any of the Liens granted under
  the Loan Documents, or (iv) the ability of Lender to enforce any of the Obligations
  or any of its rights and remedies under the Loan Documents or other Project
  Contracts.

     "Material Party": Any
party to a Material Project Contract.

     "Material Project
Contracts": (i) The EPC Contract, once Borrower has entered into such
agreement, (ii) the Real Estate Documents, (iii) the Offtake Agreements, (iv)
the Wellfield Contracts once entered into by the Borrower, and (v) transmission
interconnection agreements once entered into by the Borrower, in each case, with
respect to the Project.

     "Maturity Date": The
earliest of (i) the Financial Closing Date, (ii) the Date Certain and (iii) the
date on which the Obligations became immediately due and payable pursuant to
Section 6.2 of this Agreement.




11

     "Membership Interest":
Ownership interests in that certain limited liability company that is the
Borrower named herein.

     "Multiemployer Plan": The
term "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which Borrower or any ERISA Affiliate is making, or is
accruing an obligation to make, contributions or has made, or has been obligated
to make, contributions within the preceding six (6) years.

     "Non-Excluded Taxes" means
any Taxes other than (a) taxes imposed or measured by net income (however
demonstrated), franchise Taxes or other taxes imposed in lieu of net income
taxes imposed with respect to the Lender by the United States or by the
jurisdiction (or any political subdivision thereof) under the laws of which the
Lender is organized or in which its principal office is located or in which it
maintains its applicable lending office or is engaged in a trade or business,
(b) United States withholding or United States backup withholding Taxes imposed
on or to which amounts payable to the Lender are subject to at the time the
Lender becomes a party to this Agreement and (c) any branch profits taxes
imposed by the United States or any similar tax imposed by any other
jurisdiction described in clause (a).

     "Non-Recourse Party": As
defined in Section 7.12 of this Agreement. 

     "Note": As defined in
Section 2.2 of this Agreement.

     "Note Schedule": The
schedule attached to the Note, on which will be recorded the amount of each
Advance, the date of each Advance and the total outstanding principal balance of
the Loans from time to time.

     "Obligations": All of
Borrower's liabilities, obligations and indebtedness from time to time owing to
Lender under the Loan Documents of any and every kind and nature, including,
without limitation, the obligations of Borrower under the indemnities contained
in Sections 5.1(c) and 7.12 of this Agreement, all principal of and interest on
the Advances, charges, expenses, fees and other sums chargeable to Borrower by
Lender, arising under this Agreement, the Note or the other Loan Documents
whether heretofore, now or hereafter owing, arising, due or payable from
Borrower to Lender and howsoever evidenced, created, incurred, acquired or
owing, whether primary, secondary, direct, contingent, fixed or otherwise.

     "Offtake Agreements": The
Power Purchase Agreement and/or any other power purchase and sale agreements,
tolling agreements or similar sales agreements to be entered into by Borrower
with respect to the Project.




12

     "Other Taxes" means any
and all stamp, documentary or similar taxes, or any other excise or property
taxes or similar levies that arise on account of any payment made or required to
be made under any Loan Document or from the execution, delivery, registration,
recording or enforcement of any Loan Document.

     "Owner": NGP Blue Mountain
Holdco LLC, a Delaware Limited Liability Company.

     "Party" or
"Parties": As defined in the preamble to this Agreement. 

     "Permit": Any authorization, consent, order, license, ruling, approval, permit, exemption,
  consultation, filing, certificate, registration or license issued by, submitted
  to, or entered with any Governmental Authority.

     "Permitted Debt":
Indebtedness of Borrower (a) for borrowed money on an unsecured basis in an
aggregate principal amount of $500,000 or less and which Indebtedness is (i)
subordinated to the Obligations on terms and conditions acceptable to Lender,
(ii) the proceeds of which are used solely to pay budgeted costs and expenses
under the Development Loan Budget, (iii) initially incurred at such times as no
Event of Default has occurred and is continuing, (b) incurred pursuant to this
Agreement, or (c) incurred in respect of the U.S.$900,000 Letter of Credit
issued in connection with the execution of the Standard Large Generator
Interconnection Agreement by and between Borrower and Sierra Pacific Power
Company in form and substance satisfactory to the Lender.

     "Permitted Lien": Any (i)
Liens for ad valorem property taxes or assessments or other governmental
charges, as long as such taxes and assessments are timely paid and discharged or
the validity, applicability or amount thereof is being contested in good faith
by appropriate proceedings that could not reasonably be expected to result in
the forfeiture or sale of any property of Borrower or, if applicable, any
jointly owned or similar entity under Section 5.2(d) with respect to the
transmission line described therein, or any interference with the use thereof by
Borrower or, if applicable, such jointly owned or similar entity and for which
adequate reserves have been established in accordance with GAAP, (ii) mechanics'
and materialmen's Liens for obligations not yet due and payable or the amount
thereof is being contested in good faith by appropriate proceedings that that
could not reasonably be expected to result in the forfeiture or sale of any
property of Borrower or, if applicable, any such jointly owned or similar
entity, or any interference with the use thereof by Borrower or, if applicable,
such jointly owned or similar entity and for which adequate reserves have been
established in accordance with GAAP, (iii) other statutory Liens incurred in the
normal course of business, (iv) Liens encumbering cash, cash equivalents or
similar investments on deposit in or credited to any securities or deposit
account, which Liens secure the obligations of the Borrower





13

with respect to Permitted Debt described in clause (c) of the
definition thereof, (v) any easements, licenses, rights of way or other similar
encumbrances that encumber the Project Site and utility easements that encumber
the Real Property and do not materially and adversely affect the Project, (vi)
zoning ordinances, (vii) Liens described on Schedule 1.1 attached hereto, and
(viii) such other Liens, restrictions, charges or encumbrances, so long as the
same do not, individually or in the aggregate, materially impair the use, value
or marketability of the Project Site, taken as a whole, for its intended
purposes.

     "Person": Any individual,
sole proprietorship, partnership, limited liability company, joint venture,
trust, unincorporated organization, association, corporation, institution,
entity, party or Governmental Authority.

     "Power Purchase
Agreement": The power purchase agreement entered into by Borrower and Nevada
Power Company, dated as of August 18, 2006, and approved by the PUCN on February
12, 2007.

     "Pledge Agreement": The
Pledge and Security Agreement, dated as of even date herewith, by and between
the Owner and Lender, for the benefit of Lender, substantially in the form of
Exhibit C attached hereto, which grants Lender a security interest in all
of Borrower's Membership Interests.

     "Process Agent": As defined
  in Section 7.7(e) of this Agreement. "Progress Report": As defined in
  Section 5.1(e)(xi) of this Agreement. 

     "Project": As defined in
  the recitals to this Agreement.

     "Project Contracts": The
Material Project Contracts and any of the following contracts and agreements
entered into by Borrower from time to time: (i) those contracts and agreements
described on Schedule 1.4 to this Agreement, (ii) any contract or
agreement which provides for payments of more than $1,000,000 and (iii) any
contract or agreement that is not by its terms terminable by Borrower upon not
more than thirty (30) days' notice without penalty or other liability to
Borrower in excess of $1,000,000; provided, however, that the Expiring
Drilling Contract and any other contract that has been fully performed (other
than unasserted contingent obligations, if any) prior the date hereof shall not
constitute Project Contracts, unless renewed in accordance with this
Agreement.

     "Project Permit": Any
authorization, consent, order, license, ruling, approval, permit, exemption,
consultation, filing, certificate, registration or license by or with any
Governmental Authority issued or anticipated to be issued to Borrower or
submitted by




14

Borrower in respect of the Project or otherwise, in each case
which is required for the development, construction, ownership or operation of
the Project, including those listed on Schedule 1.5 to this Agreement and
excluding those which are ministerial, immaterial and non-discretionary in
nature and can reasonably be expected to be obtained or made in the ordinary
course of business.

     "Project Pro Formas": As
  attached as Schedule 1.6 to this Agreement.

     "Project Site": The geothermal
  development areas that Borrower is leasing from BLM and private parties or has
  applied to lease from BLM and private parties at the Faulkner I site in Humboldt
  County, Nevada, together with the transmission line route from such leases to
  the interconnection point.

     "PUCN": The Public
Utilities Commission of Nevada.

     "PUHCA": The Public Utility
  Holding Company Act of 2005, as amended.

     "Real Estate Documents":
  The Core Real Estate Documents, applications therefor from BLM or any other
  Person associated with the Project Site, and any other executed documents including
  those listed on Schedule 4.21 to this Agreement that create any real
  estate interests related to the Project Site (including options to purchase
  or lease all or any portion of the Project Site).

     "Real Property": The real
property in which the Borrower has rights, including as a result of an
assignment by any of its Affiliates, pursuant to the Real Estate Documents.

     "Real Property Report":
The report prepared by Sadlier-Brown Consulting Ltd. in connection with the Real
Estate Documents, dated as of January 25, 2007, and updated as of September 26,
2007.

     "Release": Any release,
pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping,
discarding, seepage, spill, flow, leak, discharge, disposal or emission.

     "Security Documents": The
Pledge Agreement and any other security agreement or document, entered into in
connection with the transactions contemplated hereby, and associated UCC
financing statements.

     "Status Report": As defined
  in Section 5.1(e)(iv) of this Agreement.

     "Statutory Reserve Rate"
  means a fraction (expressed as a decimal), the numerator of which is the number
  one and the denominator of which is the number one




15

minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Lender is subject with
respect to the LIBOR, for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. LIBOR
Loans shall be deemed to constitute Eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to the Lender under such
Regulation D or any comparable regulation. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any
reserve percentage.

     "Subsequent Advance
Request": As defined in Section 2.4(c) of this Agreement.

     "Subsequent Disbursement
Date": As defined in Section 2.4(c) of this Agreement.

     "Subsidiary": With respect
to any Person, any corporation or other entity of which any of the outstanding
shares of stock or other ownership interests having by the terms thereof
ordinary voting power to elect any director of the board of directors (or
Persons performing similar functions) of such corporation or entity
(irrespective of whether or not at the time, in the case of a corporation, stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by such Person or one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries.

     "Taxes" means any and all
income, stamp or other taxes, duties, levies, imposts, charges, assessments,
fees, deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, and all interest, penalties
or similar liabilities with respect thereto.

     "Title Company": First
American Title Insurance Company, or another title insurance company licensed to
do business in the State of Nevada and reasonably acceptable to Lender.

     "UCC": The Uniform Commercial
  Code as in effect in the State of New York and/or any other jurisdiction, the
  laws of which may be applicable to the creation, perfection or priority of any
  Lien on any Collateral created pursuant to any Security Document.

     "UEPA": The Utility
Environmental Protection Act.




16

     "UEPA Permit": The UEPA
permit pursuant to the application therefor filed by Nevada Geothermal Power
Company with the PUCN on November 22, 2006 under Docket No. 06-11032.

     "Upfront Fee": That
certain fee in the amount of $250,000 payable by Borrower to Lender on the
Effective Date in connection with this Agreement and the Loans.

     "Wellfield Contracts": All
material contracts that have not been fully performed (other than unasserted
contingent obligations, if any) prior to the date hereof for the development,
drilling, installation and operation of the geothermal wells and related
wellfield collection system for the Project; provided, however, that the
Expiring Drilling Contract shall not constitute a Wellfield Contract, unless
renewed in accordance with this Agreement.

     "WSJ Prime Rate": At any
time, the prime lending rate on corporate loans posted by at least 75% of the 30
largest banks in the United States according to and as published in the Wall
Street Journal.

     1.2 Accounting Terms and Certain
  Principles of Interpretation.

     (a) Defined terms in this
Agreement shall include in the singular number the plural and in the plural
number the singular.

     (b) The words "hereof," "herein"
and "hereunder" and words of similar import when used in this Agreement shall,
unless otherwise expressly specified, refer to this Agreement as a whole and not
to any particular provision of this Agreement and all references to Sections,
Exhibits and Schedules shall be references to Sections, Exhibits and Schedules
of this Agreement unless otherwise expressly specified.

     (c) Unless otherwise expressly
specified, any agreement, contract, or document defined or referred to herein
shall mean such agreement, contract or document in the form (including all
amendments and clarification letters relating thereto) delivered to Lender on
the Effective Date as the same may thereafter be amended, supplemented, or
otherwise modified from time to time in accordance with the terms of this
Agreement.

     (d) The words "include,"
"includes" and "including" are not limiting.

     (e) Unless otherwise expressly
provided, a reference to any Person or Persons shall be construed as a reference
to any permitted successors and assigns of such Person or Persons.




17

SECTION 2. LOAN

     2.1 Commitment. Subject to
and upon the terms and conditions hereof, and upon satisfaction of the
conditions precedent set forth in Section 3.1 and Section 3.2 hereto, the Lender
agrees to make Advances to Borrower from time to time during the Availability
Period in an aggregate principal amount up to, but not in excess of an aggregate
of $20,000,000 (the "Loans"). The Loans may from time to time be Base
Rate Loans or LIBOR Loans as determined by the Borrower in the applicable
Borrowing Request and notified to the Lender in accordance with Section 2.4
below.

     2.2 Promissory Note for
Loans. The Loans made by the Lender shall be evidenced by,
and shall be due and payable in accordance with the terms of, a promissory note
executed by Borrower in favor of the Lender in an amount equal to the aggregate
amount of Loans committed to under Section 2.1, substantially in the form of
Exhibit A attached hereto (the "Note"). The Initial Advance shall be evidenced
on the Note Schedule delivered on the Effective Date, and all Advances
subsequent to the Initial Advance, if any, shall be evidenced by notations
thereof made on the Note Schedule by the Lender. At the time of each Loan, the
Lender is hereby authorized to make a notation on the Note Schedule attached to
the Note as to the date and the amount of such Loan. The principal amount shown
on such Note Schedule shall be prima facie evidence of the outstanding principal
amount of each such Loan. Failure to make any such notation shall not limit or
otherwise affect the obligations of Borrower under this Agreement or under the
Note.

     2.3 Use of Proceeds. All
proceeds of the Loans shall be used by Borrower solely for working capital and
general corporate purposes and to pay Borrower's costs and expenses incurred in
the development of the Project and in accordance with the Development Loan
Budget, and in any case shall be used only for legal and proper purposes which
are consistent with all applicable Laws; provided, that such proceeds
shall not be used to pay or reimburse any such costs and expenses incurred by
Borrower to Affiliates of Borrower prior to the Effective Date except to the
extent contemplated in the Development Loan Budget; provided, further,
that no such payment or reimbursement to Affiliates of Borrower shall be made if
it would result in the Borrower being unable to satisfy the equity contribution
requirement of at least US$23,000,000 described in clause (xxviii) under
"Conditions Precedent" in the commitment letter described in clause (i) of the
definition of Construction Financing Documents.

     2.4 Advances. Subject to
and upon the terms and conditions set forth in this Agreement and upon
satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2
hereto, as applicable:




18

     (a) The Lender shall make
Advances to Borrower of the proceeds of the Loans as follows: (i) the Initial
Advance, in accordance with Section 2.4(b), and (ii) subsequent Advances, in
accordance with the procedures set forth in Section 2.4(c) .

     (b) The Initial Advance for a
minimum of $5,000,000 up to the aggregate amount of the Loans shall be made on
the Effective Date and shall be disbursed by the Lender in Dollars in
immediately available funds to the Borrower Account (such date of disbursement,
the "Initial Disbursement Date") subject to the receipt by the Lender at
least three (3) Business Days prior to the Effective Date of a written notice in
the form of Exhibit B-I attached hereto (the "Initial Request").

     (c) With respect to each Advance
of the Loans (other than the Initial Advance) requested in accordance with the
Development Loan Budget, Lender shall receive written notice in the form of
Exhibit B-2 attached hereto (a "Subsequent Advance
Request") from Borrower by 10:00 a.m. New York City time at least five
(5) Business Days prior to the date of such Advance. Each Subsequent Advance
Request shall specify the aggregate amount of the Advances requested from
Lender, such amount to be for a minimum of five million dollars ($5,000,000) or,
if less, the remaining amount of undrawn Loans. The Borrower shall only be
entitled to submit two (2) Subsequent Advance Requests (other than the Initial
Request) during the Availability Period. Provided that Borrower has complied
with the conditions set forth in Section 3.2, not later than 12:00 noon, New
York City time, on the fifth (5th) Business Day after the delivery of the
Subsequent Advance Request, the Lender shall disburse the requested Advance in
Dollars in immediately available funds to the Borrower Account (such date of
disbursement, the "Subsequent Disbursement Date").

     2.5 Interest.

     (a) From the Initial Disbursement
Date or relevant Subsequent Disbursement Dates until paid in full, as long as no
Event of Default has occurred and is continuing, the outstanding principal
balance of the Loans shall bear interest at a rate equal to the Interest Rate,
compounded annually. From the date hereof until paid in full, as long as no
Event of Default has occurred and is continuing, the Deferred Commitment Fees,
if any, shall accrue interest at a rate equal to the Interest Rate, compounded
annually.

     (b) Interest and fees under this
Agreement shall be calculated on the basis of the actual number of days
(including the first day but excluding the last day) elapsed during the period
for which such interest or fee is payable over a year




19

comprised of 360 days (or in the case of a Base Rate Loan
calculated at other than the Federal Funds Effective Rate, 365 days or, if
appropriate 366 days).

     (c) Upon the occurrence and
during the continuance of any Event of Default, and upon notice to the Borrower,
the outstanding principal balance of the Loans and the Deferred Commitment Fees,
if any, shall bear interest at a rate equal to the Default Rate, compounded
annually.

     (d) It is the intention of the
Parties to conform strictly to applicable usury laws and anything herein or
elsewhere to the contrary notwithstanding, the Obligations shall be subject to
the limitation that Borrower shall not be required to pay, and Lender shall not
be entitled to charge or receive, any interest to the extent that such interest
exceeds the maximum rate of interest which Lender is permitted by applicable Law
to contract for, charge or receive and which would not give rise to any claim or
defense of usury. If, as a result of any circumstances whatsoever, performance
of any provision hereof shall, at the time performance of such provision is due,
violate applicable usury law, then, ipso facto, the Obligation to be
performed shall be reduced to the highest lawful rate, and if, from any such
circumstance, Lender shall ever receive interest or anything which might be
deemed interest under applicable Law which would exceed the highest lawful rate,
the amount of such excess interest shall be applied to the reduction of the
principal amount owing on account of the Note or the amounts owing on other
Obligations and not to the payment of interest, or if such excessive interest
exceeds the unpaid principal balance of the Obligations, such excess shall be
refunded to Borrower.

     (e) By delivering a
Continuation/Conversion Notice in the form attached hereto as Exhibit B-3 to the
Lender on or before 12:00 noon on a Business Day, the Borrower may from time to
time irrevocably elect, on not less than three (3) Business Days' notice that
all, or any portion in an aggregate minimum amount of $5,000,000 and an integral
multiple of $1,000,000, be, in the case of Base Rate Loans, converted into LIBOR
Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or
continued as LIBOR Loans (in the absence of the delivery of a
Continuation/Conversion Notice with respect to any LIBOR Loan at least three
Business Days before the last day of the then current Interest Period with
respect thereto, such LIBOR Loan shall, on such last day, automatically convert
to a Base Rate Loan); provided, however, that, at the election of Lender,
no portion of the outstanding principal amount of any Loans may be continued as,
or be converted into, LIBOR Loans when any Default has occurred and is
continuing.

     (f) The Lender may, if it so
elects, fulfill its obligation to make, continue or convert LIBOR Loans
hereunder by causing one of its foreign branches or Affiliates (or an
international banking facility created by the Lender) to make or




20

maintain such LIBOR Loan; provided, however, that such
LIBOR Loan shall nonetheless be deemed to have been made and to be held by the
Lender, and the obligation of the Borrower to repay such LIBOR Loan shall
nevertheless be to the Lender for the account of such foreign branch, Affiliate
or international banking facility. In addition, the Borrower hereby consents and
agrees that, for purposes of any determination to be made for purposes of this
Agreement, it shall be conclusively assumed that the Lender elected to fund all
LIBOR Loans by purchasing Dollar deposits in its LIBOR Office's interbank
eurodollar market.

     2.6 Repayment.
Notwithstanding anything herein to the contrary, Borrower shall have no
obligation to make any payment of principal or interest on the Loans, or in
respect of any Obligation (other than indemnity obligations pursuant to Sections
5.1(c) and 7.12 of this Agreement), prior to the Maturity Date.

     (b) On the Maturity Date, the
following Obligations shall automatically, and without further action, become
due and payable by Borrower to Lender: (i) outstanding principal of the Loans,
(ii) accrued interest on the Loans and (iii) any accrued and unpaid portion of
the Commitment Fee (including any Deferred Commitment Fees) and any other
accrued and unpaid fees and other Obligations (other than indemnity obligations
pursuant to Sections 5.1(c) and 7.12 of this Agreement which shall become due
and payable as provided in such Sections).

     (c) Borrower and Lender hereby
agree that on the Financial Closing Date, the Available Financing Proceeds shall
be used by Borrower to make the following payments in the following order of
priority:

     (i) The Lender shall receive full
payment of the Commitment Fee;

     (ii) The Lender shall receive
full payment of the amounts set forth in Section 2.6(b) (other than the
Commitment Fee) and any other accrued and unpaid Obligations.

     (d) Nothing in this Section
2.6(c) shall be construed to extend the Maturity Date or any other applicable
date for any Obligation.

     (e) All payments made by Borrower
shall be made irrespective of, and without any reduction for, any set-offs or
counterclaims.

     2.7 Prepayments. Borrower
shall have the right to prepay the Loans made by the Lender hereunder, at par
and without any premium, penalty or other additional charge, at any time.
Borrower shall provide the Lender written notice of its intent to exercise its
rights under this Section 2.7 at least five (5) Business Days prior to
taking




21

such action. Any such prepayment shall be for the full amount
of the Loans made by the Lender, together with all interest, fees, charges and
other Obligations owing to the Lender, including all accrued and unpaid
Obligations. Upon any such prepayment in full, any remaining commitments of the
Lender under Section 2.1 shall immediately terminate and the Lender shall no
longer be a Lender under this Agreement, without any further action of the
Parties.

     2.8 Commitment Fees.
Borrower agrees to pay to Lender the Commitment Fee for each day during the
period from and including the Effective Date to but excluding the last day of
the Availability Period with respect to the undrawn amount of Loans as of such
day. The Commitment Fee shall be calculated on the basis of a 360-day year and
the actual number of days elapsed and shall be payable quarterly in arrears on
the last Business Day of each March, June, September and December until the end
of the Availability Period and on the last Business Day of the Availability
Period or, if earlier, the first Business Day on which all the Loans have been
Advanced; provided, however, that at Borrower's election, Borrower may
defer the payment of any such portion of the Commitment Fees until the Maturity
Date (any portion of the Commitment Fee so deferred, the "Deferred
Commitment Fees"). In the event that Borrower does not pay any
portion of the Commitment Fee when due in accordance with the preceding
sentence, the Borrower shall be deemed to have elected to defer payment of such
portion of the Commitment Fee until the Maturity Date (it being understood that
no breach or default shall result therefrom).

     2.9 Certain LIBOR and Interest
Provisions.

     (a) LIBOR Lending Unlawful.
If the Lender shall determine (which determination shall, upon notice
thereof to the Borrower, be conclusive and binding on the Borrower) that the
introduction of or any change in or in the interpretation of any law makes it
unlawful, or any Governmental Authority asserts that it is unlawful, for the
Lender to make or continue any Loan as, or to convert any Loan into, a LIBOR
Loan, the obligations of the Lender to make, continue or convert any such LIBOR
Loan shall, after the determination thereof, forthwith be suspended until the
Lender shall notify the Borrower that the circumstances causing such suspension
no longer exist, and all outstanding LIBOR Loans payable to the Lender shall
automatically convert into Base Rate Loans at the end of the then current
Interest Periods with respect thereto or sooner, if required by such law or
assertion.

     (b) Deposits Unavailable.
If prior to the commencement of any Interest Period for a LIBOR Loan Lender
shall have determined (which determination shall be conclusive absent manifest
error) that




22

     (i) Dollar deposits in the
relevant amount and for the relevant Interest Period are not available to it in
its relevant market; or

     (ii) by reason of circumstances
affecting its relevant market, adequate means do not exist for ascertaining the
interest rate applicable hereunder to LIBOR Loans for such Interest Period;

then, upon written notice from the Lender to the Borrower, the
  obligations of the Lender to make or continue any Loans under Section 2.1 and
  Section 2.4 on the last day of the Interest Period applicable thereto as, or
  to convert any Loans into, LIBOR Loans shall forthwith be suspended until the
  Lender shall notify the Borrower that the circumstances causing such suspension
  no longer exist.

     (c) Increased LIBOR Loan Costs
  etc.

     (i) The Borrower agrees to
reimburse the Lender for any increase in the cost to the Lender, or any
reduction in the amount of any sum receivable by the Lender in respect of, the
Lender's commitments and the making of Loans hereunder (including the making,
continuing or maintaining (or of its obligation to make or continue) any Loans
as, or of converting (or of its obligation to convert) any Loans into, LIBOR
Loans) that arise in connection with any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase in after the
Closing Date of; any law or regulation, directive, guideline, decision or
request (whether or not having the force of law) of any Governmental Authority
(each, a "Change in Law"), that (a) imposes, modifies or deems applicable
any reserves, special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by the Lender, or (b) imposes on
the Lender or the London interbank market any other condition affecting this
Agreement or LIBOR Loans made by the Lender or participation therein, except for
(i) such changes with respect to increased capital costs and Taxes which are
governed by Sections 2.9(e) and 2.9(f), respectively, and (ii) increased costs
which are already included in the determination of the Statutory Reserve Rate.
The Lender shall promptly notify the Borrower in writing of the occurrence of
any such event, stating the reasons therefor and the additional amount required
to fully compensate the Lender for such increased cost or reduced amount. Such
additional amounts shall be payable by the Borrower directly to the Lender
within 10 days of its receipt of such notice, and such notice shall, in the
absence of manifest error, be conclusive and binding on the Borrower.

     (ii) A certificate of an officer
of the Lender setting forth the amount or amounts necessary to compensate the
Lender as specified in this Section 2.9(c) shall be delivered to the Borrower
and shall be conclusive absent manifest error.




23

The Borrower shall pay the Lender the amount shown as due on
any such certificate within 5 days after receipt thereof.

     (iii) Promptly after the Lender
has determined that it will make a request for increased compensation pursuant
to this Section 2.9(c), the Lender shall notify the Borrower thereof Failure or
delay on the part of the Lender to demand compensation pursuant to this Section
shall not constitute a waiver of the Lender's right to demand such
compensation.

     (d) Funding Losses.
In the event the Lender shall incur any loss or expense (including any loss
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by the Lender to make or continue any portion of the
principal amount of any Loan as, or to convert any portion of the principal
amount of any Loan into, a LIBOR Loan) as a result of:

     (i) any conversion or repayment
or prepayment of the principal amount of any LIBOR Loan on a date other than the
scheduled last day of the Interest Period applicable thereto;

     (ii) any Loans not being made as
LIBOR Loans in accordance with the Borrowing Request therefor;

     (iii) any Loans not being
continued as, or converted into, LIBOR Loans in accordance with the
Continuation/Conversion Notice therefor; or

     (iv) any LIBOR Loans not being
prepaid in accordance with any notice delivered pursuant to Section 2.7;

then, upon the written notice of the Lender to the Borrower,
the Borrower shall, within 10 days of its receipt thereof, pay directly to the
Lender such amount as will (in the reasonable determination of the Lender)
reimburse the Lender for such loss or expense. Such written notice shall, in the
absence of manifest error, be conclusive and binding on the Borrower. In the
case of a LIBOR Loan, such loss, cost or expense to the Lender shall be deemed
to be the amount determined by the Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, as the Adjusted LIBOR that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue a LIBOR Loan, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal




24

amount for such period at the interest rate which the Lender
  would bid were it to bid, at the commencement of such period, for deposits in
  dollars of a comparable amount and period from other banks in the Eurodollar
  market. Such written notice shall, in the absence of manifest error, be conclusive
  and binding on the Borrower.

     (e) Increased Capital
Costs. If, after the Effective Date, any Change in Law affects or
would affect the amount of capital required or expected to be maintained by the
Lender or any Person controlling the Lender, and the Lender determines (in good
faith but in its sole and absolute discretion) that the rate of return on its or
its controlling Person's capital as a consequence of the commitment or the Loans
made, by the Lender is reduced to a level below that which the Lender or
controlling Person could have achieved but for the occurrence of any such
circumstance, then upon notice from time to time by the Lender to the Borrower,
the Borrower shall within five days following receipt of such notice pay
directly to the Lender additional amounts sufficient to compensate the Lender or
controlling Person for such reduction in rate of return. A statement of the
Lender as to any such additional amount or amounts shall, in the absence of
manifest error, be conclusive and binding on the Borrower. In determining such
amount, the Lender may use any reasonable method of averaging and attribution
that it (in its sole and absolute discretion) shall deem applicable.

     A certificate of an officer of
the Lender setting forth the amount or amounts necessary to compensate the
Lender as specified in this Section 2.9(e) shall be delivered to the Borrower
and shall be conclusive absent manifest error.

     Promptly after the Lender has
determined that it will make a request for increased compensation pursuant to
this Section 2.9(e), the Lender shall notify the Borrower thereof. Failure or
delay on the part of the Lender to demand compensation pursuant to this Section
2.9(e) shall not constitute a waiver of the Lender's right to demand such
compensation.

     (f) Taxes. The Borrower
covenants and agrees as follows with respect to Taxes.

     (i) Any and all payments by the
Borrower under each Loan Document shall be made free and clear of, and without
deduction or withholding for or on account of, any Taxes, except to the extent
such deduction or withholding is required by Law. In the event that any Taxes
are required by Law to be deducted or withheld from any payment required to be
made by or on behalf of the Borrower to the Lender under any Loan Document,
then:




25

     (1) if such Taxes are Non-Excluded Taxes, the amount payable by the
Borrower shall be increased as may be necessary such that the net payment, after
withholding or deduction for or on account of such Non-Excluded Taxes, is equal
to the amount provided for in such Loan Document (and for the avoidance of
doubt, it shall be the sole responsibility of the Borrower to pay such increased
amounts without regard to whether such Taxes are imposed on the Borrower or
another party); and

     (2) the Borrower shall withhold
or cause to be withheld the full amount of such Taxes from such payment (as
increased pursuant to clause (i)(1), if applicable) and shall pay or cause to be
paid such amount to the Governmental Authority imposing such Taxes in accordance
with applicable law.

     (ii) Without duplication, the
Borrower shall pay any and all Other Taxes that arise from the transactions
contemplated by any of the Loan Documents to the relevant Governmental Authority
imposing such Other Taxes in accordance with applicable Law.

     (iii) As promptly as practicable
after the payment of any Taxes or Other Taxes, and in any event within 45 days
of any such payment, the Borrower shall furnish to the Lender a copy of an
official receipt (or a certified copy thereof) or other documentation reasonably
satisfactory to the Lender evidencing the payment of such Taxes or Other
Taxes.

     (iv) The Borrower shall indemnify
the Lender for any Non-Excluded Taxes and Other Taxes levied, imposed, assessed
on or actually paid by or on behalf of the Lender. With respect to
indemnification for Non-Excluded Taxes and Other Taxes actually paid by the
Lender or the indemnification provided in the immediately preceding sentence,
such indemnification shall be made within 45 days after the date the Lender
makes written demand therefor. A certificate stating the amount of such
liability and setting forth in reasonable detail the calculation thereof
delivered to the Borrower by the Lender shall be conclusive absent manifest
error.

     (v) The Lender shall deliver
documentation prescribed by applicable Law as will enable the Borrower to
determine whether or not and to what extent the Lender is subject to
withholding, backup withholding or information reporting requirements. Without
limiting the generality of the foregoing, the Lender shall deliver to the
Borrower, on or before it becomes a party to this Agreement and upon expiration
of a previously delivered form, two duly completed original copies of (i) if
such Lender is a "United States person" within the meaning of Section
7701(a)(30) of the Code, Internal Revenue Service Form W-9 or (ii) if such
Lender is not a "United States person" within the meaning of Section 7701(a)(30)
of the Code, Internal Revenue Service Form W-8BEN (properly establishing a
complete exemption from or reduction in the United States withholding tax with
respect




26

to payments to be received under this Agreement or the Loans)
or W-8ECI. The Lender shall promptly notify the Borrower at any time it is no
longer qualified for the reduction or exemption from the United States
withholding tax as claimed in any previously delivered form.

     (g) Payments, Computations,
etc. All payments by the Borrower pursuant to each Loan Document shall be
made by the Borrower to the Lender without setoff, deduction or counterclaim not
later than 1:00 p.m. New York City time on the date due in same day or
immediately available funds to such account as the Lender shall specify from
time to time by notice to the Borrower. Funds received after that time shall be
deemed, in the Lender's sole discretion, to have been received by the Lender on
the next succeeding Business Day. Except as otherwise set forth herein, payments
due on a day other than a Business Day shall be made on the preceding Business
Day.

     (h) Setoff. The Lender
shall, upon the occurrence and during the continuance of any Event of Default,
have the right to appropriate and apply to the payment of the Obligations owing
to it (whether or not then due), and (as security for such Obligations) the
Borrower hereby grants to the Lender a continuing security interest in, any and
all balances, credits, deposits, accounts, or moneys of the Borrower then or
thereafter maintained with the Lender; the Lender agrees promptly to notify the
Borrower after any such setoff and application made by the Lender; provided,
however, that the failure to give such notice shall not affect the validity
of such setoff and application. The rights of the Lender under this Section are
in addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which the Lender may have.

SECTION 3. CONDITIONS PRECEDENT

     3.1 Conditions Precedent to
Initial Advance. The obligation of Lender to make the Initial Advance to
Borrower under this Agreement on the Effective Date is subject to the
determination by Lender that the following conditions precedent have been
fulfilled:

     (a) Note. The Lender shall
have received the Note duly executed by Borrower in an amount equal to the
aggregate amount of Loans committed to under Section 2.1.

     (b) Development Loan Agreement
and Initial Request. This Agreement shall have been executed and delivered
by the Parties and the Borrower shall have submitted the Initial Request in
accordance with Section 2.4(b), in substance reasonably satisfactory to
Lender.




27

     (c) Security Documents.
  The Security Documents shall have been duly executed and delivered. The Lender
  shall have received evidence satisfactory to it that Lender has a valid and
  perfected first priority security interest in all of the Collateral, The Borrower
  shall have delivered to or caused to be delivered to Lender executed documents
  (including the financing statements on Form UCC-1 and other applicable documents
  under the laws of any jurisdiction with respect to the perfection of Liens)
  as Lender may deem necessary or advisable to perfect its Liens in the Collateral.
  The Lender shall have received certified copies of UCC search reports listing
  all effective financing statements that name Borrower as debtor and that are
  filed in the jurisdictions in which the Collateral is located or in jurisdictions
  where a financing statement with respect to the Collateral would properly be
  filed, together with copies of such other financing statements, none of which
  shall cover the Collateral.

     (d) Representations and
Warranties and Defaults. The Lender shall have received certificates, in
form and substance satisfactory to Lender, executed by (i) an Authorized Officer
of each of the Borrower and Owner, dated the Effective Date to the effect that
the representations and warranties made by each of the Borrower and Owner, as
applicable, in the Loan Documents, as applicable, or which are contained in any
certificate, document or other statement of Borrower and/or Owner, as the case
may be, furnished at any time under or in connection herewith or therewith shall
be correct on and as of the Effective Date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall be true and correct on and as of
such earlier date, and (ii) an Authorized Officer of each of the Borrower and
Owner that no Default or Event of Default shall have occurred, or shall be
believed to have occurred, and be continuing on such date or after giving effect
to the Advance to be made on such date or the application of the proceeds
thereof.

     (e) Upfront Fee. The
Lender shall have received from the Borrower the Upfront Fee.

     (f) Documents. Lender
shall have received in form and substance satisfactory to it copies of:

     (i) the Certificate of Formation
of each of Borrower and Owner and certificates dated not more than fifteen (15)
days prior to the Effective Date stating that each of Borrower and Owner is
validly existing and in good standing on such date, all certified by the
Secretary of State of the State of Delaware;

     (ii) the operating agreement of
each of Borrower and Owner certified on the Effective Date by an Authorized
Officer of each of Borrower and Owner, as applicable;




28

     (iii) all requisite resolutions
  of each of Borrower and Owner and any other documents evidencing all actions
  taken by Borrower and Owner, as applicable, to authorize the execution and delivery
  of this Agreement and any other Loan Document requiring execution by such party,
  such resolutions to be certified on the Effective Date by an Authorized Officer
  of each of Borrower and Owner, as applicable; and

     (iv) certificates, certified on
the Effective Date by an Authorized Officer of each of Borrower and Owner, as
the case may be, setting forth the name and signature of each Authorized Officer
(Lender may rely conclusively on such certification until it receives
notice in writing to the contrary).

All of the foregoing documents relating to Borrower shall
hereinafter be referred to as "Borrower Organizational Documents".

     (g) Process Agent.
Evidence that Corporation Service Company, or such other Person as is acceptable
to Lender, has agreed to serve as the agent of Borrower for receipt of service
of process in the State of New York, with respect to each Loan Document to which
the Borrower, as applicable is a party, and within three (3) days of the
Effective Date, evidence that the fees of such agent have been paid in advance
for at least twelve (12) months.

     (h) Legal Opinions. The
Lender shall have received executed originals of one or more written opinions of
counsel for Borrower, in form satisfactory to Lender and its counsel dated on
the Effective Date addressed to Lender.

     (i) No Adverse Actions.
There shall not be pending or, to the knowledge of Borrower, threatened, any
action, suit, proceeding, governmental investigation, or arbitration against or
affecting Borrower, or any property of Borrower that has not been disclosed to
Lender by Borrower in writing and could reasonably be expected, in the opinion
of Lender, to have a Material Adverse Effect, and there shall have occurred no
development in any such action, suit, proceeding, governmental investigation, or
arbitration that, in the opinion of Lender, could reasonably be expected to have
a Material Adverse Effect. No injunction or other restraining order shall have
been issued and no hearing to cause an injunction or other restraining order to
be issued shall be pending or noticed with respect to any action, suit, or
proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, this Agreement or the
making of the Loans hereunder.

     (j) Management Plan.
Borrower shall have delivered to Lender a management plan in form and substance
satisfactory to Lender detailing, among other




29

things, Borrower's plan for the management of the development
  and construction phase (the "Management Plan").

     (k) Reports. Borrower
shall have delivered to Lender the Geothermal Resource Consultant Report and the
Real Property Report, each in form and substance satisfactory to the Lender.
Lender shall have received the Enviroscientist Report, in form and substance
satisfactory to the Lender.

     (l) Construction Financing
Documents. Borrower shall have delivered to Lender the Construction
Financing Documents executed by Borrower and/or any one or more of its
Affiliates, together with any amendments and modifications thereto, which
amendments and modifications shall be in form and substance satisfactory to the
Lender.

     (m) Real Estate Documents.
The Real Estate Documents, to the extent executed, shall be in full force and
effect and shall have been assigned to the Borrower (to the extent not directly
entered into by the Borrower). Lender shall have received true, correct and
complete copies of (i) the Real Estate Documents, to the extent executed,
together with evidence of assignment of such Real Estate Documents to Borrower,
as necessary, (ii) the preliminary title insurance report, and (iii) if
reasonably requested by Lender based on the exceptions to title set out in such
preliminary title insurance report, any deeds, leases, subleases, easements,
rights of way, licenses and other real property interests relating to the
Project Site or which relate to such exceptions to title shown on the
preliminary title insurance report.

     (n) Project Contracts. The
Lender shall have received true, correct and complete copies of all Project
Contracts, to the extent executed, which Project Contracts shall have been duly
assigned to the Borrower (to the extent not directly entered into by the
Borrower) and shall be in full force and effect.

     (o) Project Permits. The
Lender shall have received true, correct and complete copies of all issued
Project Permits listed on Schedule 1.5 and related applications, if any, which
Project Permits shall have been duly assigned to the Borrower, as necessary, and
shall be in full force and effect.

     (p) Pro Forma Financial
Statements. The Lender shall have received copies of the Project Pro Formas
of the Borrower, showing, among other things, the affect of the Loans.

     (q) Required Consents. All
consents, if any, required in connection with the assignment to the Borrower of
the Real Estate Documents, the Project Contracts, the issued Project Permits
listed on Schedule 1.5 and any and all ancillary documents and




30

underlying rights, properties and assets relating thereto shall
  have been obtained and copies thereof delivered to the Lender, in form and substance
  satisfactory thereto.

     (r) Other Information. The
Lender shall have received such other statements, certificates, documents and
information with respect to Borrower and/or the Project or matters contemplated
by the Loan Documents as Lender may reasonably request.

     (s) Initial Request. The
Lender shall have received at least three (3) Business Days prior to the
Effective Date the Initial Request in the form of Exhibit B-l attached
hereto.

     3.2 Conditions Precedent to
Each Subsequent Advance. The obligation of Lender to make any Advance
hereunder after the Initial Advance shall be subject to the reasonable
determination of Lender that each of the following conditions precedent have
been fulfilled; provided that, in the event that any such condition precedent is
not met, then Lender may waive the requirement that such condition precedent be
satisfied and fund the applicable Advance:

     (a) Representations. All
of the representations and warranties of Borrower contained in this Agreement or
any Loan Document shall be true and correct on the date of each such Advance, as
though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects on and as of such earlier date.

     (b) Defaults and Events of
Default. No event or circumstance shall have occurred and be continuing, or
would result from the Advances or the application of the proceeds thereof, which
constitutes a Default or an Event of Default.

     (c) Compliance with
Development Loan Budget. Borrower's projected aggregate development costs
and expenses through the Date Certain shall not exceed the amount set forth in
the Development Loan Budget, as modified from time to time in accordance
herewith.

     (d) Subsequent Advance
Request. Borrower shall have submitted a Subsequent Advance Request in
accordance with Section 2.4(c), in the form required hereby and duly completed,
with all required attachments thereto.

     (e) Development Progress.
The development of the Project shall be, and Lender shall have received
written confirmation from Borrower that the development of the Project is,
progressing in a reasonably satisfactory manner and in accordance with the
Development Loan Budget and Exhibit 6 to the Power Purchase Agreement as
updated




31

and reproduced as of the date hereof under Exhibit 6 to this
Agreement (as the dates or milestones therein may be amended, modified or waived
from time to time in accordance with the Power Purchase Agreement;
provided that such amendments, modifications or waivers do not invalidate
or breach any of the Construction Financing Documents or render it impracticable
for the Borrower to satisfy the conditions to funding under the commitment
letter described in clause (i) of the definition of Construction Financing
Documents on or prior to the Maturity Date), and will enable Borrower to achieve
Financial Close by no later than the Maturity Date.

     (f) Management Plan.
Borrower shall have notified Lender of any material changes to the Management
Plan.

     (g) Geothermal Resource
Consultant Updates. Prior to any Advance following the Initial Advance,
Borrower shall have provided to the Lender all written reports, updates, bring
downs or supplements, if any, received from the Geothermal Resource Consultant
bringing current any relevant information as to matters covered by the
Geothermal Resource Consultant Report.

     (h) No Adverse Actions.
There shall not be pending or, to the knowledge of Borrower threatened, any
action, suit, proceeding, governmental investigation, or arbitration against or
affecting Borrower, or any property of Borrower that has not been disclosed to
Lender by Borrower in writing and could reasonably be expected, in the opinion
of Lender, to have a Material Adverse Effect, and there shall have occurred no
development in any such action, suit, proceeding, governmental investigation, or
arbitration that, in the opinion of Lender, could reasonably be expected to have
a Material Adverse Effect. No injunction or other restraining order shall have
been issued and no hearing to cause an injunction or other restraining order to
be issued shall be pending or noticed with respect to any action, suit, or
proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, this Agreement or the
making of the Loans.

     (i) Real Estate Documents.
Each of the Real Estate Documents, to the extent executed, is in full force and
effect and no default or event of default shall have occurred thereunder, in
each case except as could not reasonably be expected to result in a Material
Adverse Effect.

     (j) Insurance. Prior to
any Advance thirty (30) days after the Effective Date, Borrower shall have
submitted to Lender the Insurance Policies, certificates of such Insurance
Policies or insurance binders demonstrating that the coverage evidenced by such
policies complies in all respects with the requirements of this Agreement.




32

     ( k) Progress Reports.
Lender shall have received a copy of the most recent Progress Report required
under Section 5.1(e)(xi) .

     (1) Project Contracts.
Lender shall have received a copy of each Project Contract entered into by
Borrower since the Effective Date.

     (m)Other Information. The
Lender shall have received such other statements, certificates, documents and
information as Lender may reasonably request, in order to verify the fulfillment
of the conditions precedent set forth in this Section 3.2.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lender to
enter into this Agreement and to make the Loans, Borrower hereby represents and
warrants to Lender on the Effective Date and on the date of each Advance
that:

     4.1 Existence; Compliance with
Law; Business Conduct. (a) Borrower is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware, (b) the Borrower has the limited liability company or corporate power
and authority to own its property and assets and conduct the business in which
it is currently engaged and presently proposes to engage, and (c) the Borrower
is qualified to do business as a foreign limited liability company or
corporation and is in good standing under the laws of each jurisdiction where
the conduct of its business requires such qualification. Each of the Borrower
Organizational Documents as delivered to Lender pursuant to Section 3.1(f) is
true, correct and complete and has not been amended or otherwise modified
without Lender's consent. Owner owns directly, beneficially, and of record 100%
of the voting Membership Interests. The Borrower has not conducted any business
other than the development, construction, financing and ownership of the
Project, and is not a party to any material contract other than this Agreement,
documents entered into in connection with the Construction Financing Documents,
and the Project Contracts to which it is a party.

     4.2 Power and Authorization;
Enforceable Obligations. The Borrower has full limited liability company
power and authority to execute, deliver and perform the Loan Documents and the
Project Contracts to which it is, or pursuant to an assignment thereof by an
Affiliate of the Borrower has become, a party, and to become obligated with
respect to borrowings and other Obligations hereunder and thereunder, and has
taken all action necessary to be taken by it to authorize such borrowings, its
Obligations hereunder and under the Loan Documents to which it is a party, and
to authorize the execution, delivery and performance of the Loan Documents and
the Project Contracts to which it is, or pursuant to an assignment thereof by an
Affiliate of the Borrower, has become a party. No consent, waiver, authorization
of or filing with any Person is




33

required in connection with the borrowings or other Obligations
  hereunder or the execution, delivery, performance by, or the validity or enforceability
  against Borrower of the Loan Documents and the Project Contracts to which it
  is, or pursuant to an assignment thereof by an Affiliate of the Borrower has
  become, a party, except for (i) the filing of UCC financing statements and recordation
  of any mortgages, in each case if applicable, (ii) such as have been made or
  obtained and are in full force and effect and (iii) as set forth in Schedule
  1.5, with respect to any applicable Project Permit. Each of the Loan Documents
  to which it is a party has been duly executed and delivered on behalf of Borrower
  and the Loan Documents and the Project Contracts constitute legally valid and
  binding obligations of Borrower enforceable against Borrower in accordance with
  their respective terms, except as enforceability may be limited by general equitable
  principles or by applicable bankruptcy, insolvency, reorganization, moratorium
  or similar laws affecting the enforcement of creditors' rights generally.

     4.3 No Legal Bar. None of
the execution, delivery or performance of the Loan Documents, the Project
Contracts, the borrowings hereunder, the use of the proceeds thereof or the
consummation of the transactions contemplated hereunder or thereunder, nor
compliance with the terms and provisions hereof or thereof', do or will (i)
contravene or violate any provisions of the Borrower Organizational Documents,
or (ii) except as could not reasonably be expected to result in a Material
Adverse Effect, (A) conflict with, or result in any breach of any of the terms
and conditions of any lease, contract or agreement to which Borrower is subject
or by which it or its properties are bound that provide for payments not to
exceed in the aggregate $1,000,000, or (B) result in or require the creation or
imposition of any Lien (other than Liens in favor of Lender) on any of its
properties or revenues pursuant to any requirement of Law or contractual
obligation.

     4.4 No Litigation. Except
as set forth on Schedule 4.4, no investigation by or litigation, action,
claim, judgment, complaint, notice of violations, injunctions, orders, decrees,
directives, suits or proceedings before any court, tribunal, arbitrator,
mediator, referee or Governmental Authority is pending, nor to the knowledge of
Borrower, is any of the foregoing threatened by or against the Project or by and
against Borrower, or against any of their respective properties or revenues: (a)
as of the date hereof, with respect to the Loan Documents, the Project
Contracts, or any of the transactions contemplated hereby or thereby, or (b)
arising after the date of this Agreement that could reasonably be expected to
have a Material Adverse Effect.

     4.5 Indebtedness. Except
for Permitted Debt, Borrower has no Indebtedness. 4.6 

     4.6 Ownership of Property; Liens.




34

     (a) Borrower has good and indefeasible
  title to, and is the sole owner of, all of its personal property and assets
  and none of such property is subject to any Lien, other than the Lien of Lender
  created under the Loan Documents and the Permitted Liens. All Project Permits,
  contracts, agreements, authorizations and other rights in respect of the Project
  that have been issued, or have been entered into or are owned as of the date
  of the making of this representation have been issued in the name of, or have
  been entered into and are owned by Borrower or an Affiliate of Borrower.

     (b) The Security Documents
constitute a valid and continuing first Lien on and first security interest in
the Collateral in favor of Lender, free and clear of all other Liens in favor of
others and rights of others (other than the Permitted Liens) and prior to all
other Liens in favor of others and rights of others (other than Permitted Liens
which have priority over the Liens of the Security Documents by operation of law
and, from and after the grant of, and solely with respect to, any additional
Collateral under Section 5.1(r), Permitted Liens described in Schedule
1.1 and any other exceptions to title set forth in the title policy
delivered in under such Section 5.1(r)), and are enforceable as such as against
creditors of and purchasers from Borrower. All action necessary or desirable to
protect and perfect such security interest in each item of the Collateral has
been duly taken.

     (c) This Agreement, the Security
Documents, and the filing of the financing statements on Form UCC-l in the
offices and locations described in Schedule 4.6(c) attached hereto will
perfect Lender's first priority security interest in the Collateral pledged to
Lender under the Pledge Agreement. No further action will be required to
maintain and preserve, or effectively to put other Persons on notice of, such
Lien and security interests other than the filing of continuation statements
required by the UCC.

     4.7 Investment Company
Act. Borrower is not an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

     4.8 Margin Securities.
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under Regulations T, U and X of the Board of Governors
of the Federal Reserve System as now and from time to time hereafter in effect.
No part of the proceeds of any Loans hereunder will be used for "purchasing" or
"carrying" any "margin stock" or otherwise that might violate Regulation X or
any other regulation of the Board of Governors of the Federal Reserve
System.

     4.9 Subsidiaries. Borrower
does not have any direct or indirect Subsidiaries.




35

     4.10 Possession of Franchises,
Licences, etc. Borrower is not in violation in any material respect of any
Project Permit or any Law to which it or any of its properties is subject. All
franchises and Project Permits that are necessary to have been obtained by the
Borrower for the due execution, delivery and performance by Borrower of the Loan
Documents and the Project Contracts or for the operation of its business as it
is being conducted on the Effective Date and at the time this representation is
updated in accordance with Section 3.2(a) of this Agreement (other than Project
Permits that are unique for a particular Offtake Agreement arrangement) have
been obtained by the Borrower, and such Project Permits are final, in full force
and effect and are not subject to appeal, rehearing or reconsideration, and
Borrower is not in violation of any provision thereof in any material respect,
except to the extent such Project Permits or franchises are required in
connection with later stages of the construction or operation of the Project.
There are no pending actions, suits or proceedings seeking to revoke, rescind,
suspend, alter or annul any such Project Permit, and there are no claims,
notices or investigations for any such purpose pending or to the knowledge of
Borrower, threatened. Borrower has obtained all necessary approvals, if any,
required under the FPA, PUHCA and state utility law for the execution and
delivery of this Agreement and the other Loan Documents to which it is a party
and has or will have obtained (on or prior to the time it is required to do so
under the FPA, PUHCA or state law, as applicable) all such approvals, if any,
necessary for the performance of this Agreement and the other Loan Documents to
which it is a party.

     4.11 Financial Statements.
The Project Pro Formas represent Borrower's good faith estimate, as of the
Effective Date, of the projections of Borrower for the Project. The Development
Loan Budget represents Borrower's good faith estimate, as of the date hereof, of
all costs and expenses projected to be incurred in order to achieve Financial
Close on or before the Date Certain.

     4.12 Full Disclosure; Project
Pro Formas; Development Loan Budget. As of the Effective Date, no
representation or warranty of Borrower contained in any Loan Document or any
other document, certificate or written statement furnished to Lender by or on
behalf of Borrower (other than the Project Pro Formas, the Development Loan
Budget and any other projections or forward looking statements by or on behalf
of Borrower in the confidential information memorandum delivered to Lender or
otherwise) for use in connection with the transactions contemplated by this
Agreement or any Loan Document contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in
which the same were made. As of the Effective Date, the Project Pro Formas have
been prepared in good faith, fairly present, in all material respects, the
Borrower's expectations as to the matters covered thereby and are based on
reasonable assumptions as to all factual matters material to the estimates
therein. There is no material fact known to Borrower that has had or could
reasonably be expected to




36

have a Material Adverse Effect and that has not been disclosed
herein or in such other documents, certificates, and statements furnished to
Lender for use in connection with the transactions contemplated hereby.

     4.13 No Default. No event
has occurred, or is believed to have occurred, and is continuing that
constitutes a Default or an Event of Default.

     4.14 Agreements, Except as
could not reasonably be expected to result in a Material Adverse Effect,
Borrower is not in default in any respect under (i) any Project Contract or (ii)
any other contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound. Attached hereto on Schedule 1.4 is a true,
correct and complete list of the Project Contracts executed by Borrower as of
the date hereof. Borrower has provided Lender with a true, correct and complete
copy of all Project Contracts in effect as of each date this representation is
updated in accordance with Section 3.2(a) of this Agreement. All material work
to be performed under the Expiring Drilling Contract has been performed prior to
the date hereof and such Expiring Drilling Contract will not be renewed in
accordance with the terms thereof except if such renewal is entered into with
the Borrower in form and substance satisfactory to the Lender.

     4.15 Taxes. All tax
returns and reports required to be filed by, or with respect to Borrower in all
jurisdictions in which Borrower is required to pay taxes, fees, assessments or
other governmental charges ("Taxes") have been filed (or appropriate extensions
obtained) and Borrower has paid all Taxes, upon Borrower and all its properties,
income or franchises that have become due other than Taxes the payment of which
is being contested in good faith and adequate reserves have been established in
accordance with GAAP by Borrower with respect thereto, and no Tax Liens have
been filed and no claims are being asserted against Borrower, or any of its
properties or assets, All Tax returns and reports filed by or on behalf of
Borrower are true, correct and complete, and there are no tax sharing
arrangements that could require any payment by Borrower. Borrower is treated as
a "pass-through entity" for United States federal income tax purposes.

     4.16 Permits: Environmental
Matters. Except as set forth in Schedule 1.5, the Borrower has obtained all
Project Permits and other authorizations required under all Environmental Laws
to carry on its business as now being conducted. Schedule 1.5 contains a
complete list as of the Effective Date of all Project Permits required to be
issued or anticipated to be issued to Borrower for the Project. Except as set
forth in Schedule 1.5, as of the Effective Date each of such Project Permits and
authorizations is in good standing, final, in full force and effect and not
subject to appeal, rehearing or reconsideration. Each such Project Permit
required as of the date this representation and warranty is made or deemed made
is, except as set forth on Schedule 1.5, in full force and




37

effect, and Borrower is in compliance in all material respects
with the terms and conditions of all such Project Permits and authorizations,
and is also in compliance in all material respects with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in any
regulation, code, plan, order, or demand letter issued, entered, promulgated or
approved thereunder. Borrower is not and has not been in violation of any
Environmental Law which violation could reasonably be expected to result in a
liability to Lender or its properties and assets, or, except as could not
reasonably be expected to result in a Material Adverse Effect, a liability to
Borrower or its properties and assets, or in an inability of Borrower to perform
its obligations under the Loan Documents. Neither Borrower, nor to Borrower's
knowledge, has any other Person used, Released, generated, manufactured, or
produced any Hazardous Substances in connection with the Project that could
reasonably be expected to subject Lender to liability, or, except as could not
reasonably be expected to result in a Material Adverse Effect, Borrower to
liability, under any Environmental Law.

     4.17 Employee Benefit
Plans. Neither Borrower nor any ERISA Affiliate maintains, contributes to,
participates in, has incurred, or has any liability, contingent or otherwise,
under any Employee Benefit Plan.

     4.18 Development and
Construction of the Project. As of the date hereof, the development and
construction of the Project in accordance with the Development Loan Budget are
technically and economically feasible. The Development Loan Budget has been
prepared in good faith, fairly presents, in all respects, the Borrower's
expectations, as of the date hereof, as to the matters covered thereby and is
based on reasonable assumptions as to all factual matters material to the
estimates therein.

     4.19 Sufficiency of
Assets. The Core Real Estate Documents executed and delivered as of the
Effective Date, comprise all of the real property rights (excluding, for the
avoidance of doubt, water rights, which Borrower acquires through certain
Project Permits described in Schedule 1.5) necessary for the use and operation
of the Project, except for Transmission Line Easements described in Schedule
4.21 attached hereto.

     4.20 Zoning/Subdivision.
Subject to receipt of all applicable conditional use and special use permits
described in Schedule 1.5, the zoning for the Real Property permits the
construction and operation of the Project.

     4.21 Real Property
Interests. Borrower has valid leasehold, right of way or easement interests
in the Core Real Estate Documents that have been executed and delivered as of
the date that this representation is made or deemed to have been made. The Real
Estate Documents as of the Effective Date are listed in Schedule 4.21.




38

     4.22 Geothermal Resource Consultant
  Updates. All reports, updates, bring downs or supplements, as the case may
  be, which the Borrower has provided to the Lender comprise all such written
  reports, updates, bring downs or supplements, if any, which the Borrower has
  received from the Geothermal Resource Consultant prior to the date of each Advance.

SECTION 5. COVENANTS AND CONTINUING AGREEMENTS

     5.1 Affirmative Covenants,
Borrower covenants and agrees that, unless Lender shall otherwise consent in
writing, until the termination of this Agreement:

     (a) Maintenance of
Existence. Borrower will preserve and maintain at all times its legal
existence.

     (b) Books, Records and
Inspections. Borrower (i) shall, from and after thirty (30) days after the
Effective Date, keep proper books, records and accounts in which full, true and
correct entries in conformity with GAAP and all requirements of Law shall be
made of all dealings and transactions relating to its business and activities
and (ii) shall permit any officer, employee or agent of Lender at any time, upon
reasonable notice, to visit and inspect any of the properties of Borrower and
discuss the affairs, finances and accounts of Borrower with its executive
officers and independent public accountants (and Borrower hereby authorizes such
independent public accountants to discuss Borrower's financial matters with any
such Person whether or not a representative of Borrower is present), all at such
reasonable times during normal business hours and as often as Lender may
reasonably request. In addition, Lender shall also be entitled, upon reasonable
notice, to examine Borrower's books of record and accounts, take copies and
abstracts therefrom, conduct an audit of such books of record and accounts and
of Borrower's consolidated operations, all at such reasonable times during
normal business hours and as often as Lender may desire.

     (c) Environmental
Indemnity. Borrower agrees to indemnify and to defend and hold Lender and
its respective owners, officers, directors, employees, representatives, agents,
legal counsel, consultants, advisors and Affiliates (each an "Indemnified
Party"), harmless against, and agrees to promptly pay on demand or reimburse
each of them with respect to, any and all claims, demands, causes of action,
loss, damage, liabilities, costs and expenses of any and every kind or nature
whatsoever (excluding, however, all claims, demands, causes of action, loss,
damage, liabilities, costs and expenses of an Indemnified Party that arise from
or relate to the willful misconduct or the gross negligence of such Indemnified
Party), by reason of or arising out of or in any way related to: (a) the breach
of any representation, warranty or covenant as set forth herein regarding
Environmental




39

Laws, (b) any violation or a noncompliance with Environmental
Laws in connection with the Project or the Real Property, (c) the presence, use,
or Release of a Hazardous Substance in connection with the Project or the Real
Property, and (d) the failure of Borrower to perform any obligation required to
be performed pursuant to Environmental Laws (collectively "Environmental
Indemnity Matters"). Without limiting the generality of the foregoing,
Borrower shall be obligated to pay or reimburse each Indemnified Party for all
reasonable out-of-pocket costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) incurred by such Indemnified Party in
the defense of any claims arising out of any Environmental Indemnity Matters at
the time such costs and expenses are incurred or upon written demand therefor.
The provisions of this Section 5.1(c) shall survive the final payment of all of
the Obligations and the termination of this Agreement and shall continue
thereafter in full force and effect. The provisions of this Section 5.1(c) shall
not be applicable to claims made by a third party in the event the Lender
acquires an equity interest in Borrower.

     (d) Compliance with Laws and
Preservation of Rights and Properties. Borrower will remain in compliance in
all material respects with all Laws (including all Environmental Laws) and
Project Permits, and otherwise do or cause to be done all things necessary to
preserve and keep in full force and effect all rights and franchises necessary
to the conduct of its business. Borrower will do or cause to be done all things
necessary to preserve and keep in full force and effect at all times the Project
Contracts and the Project Permits necessary to the conduct of its business and
perform its obligations under such Project Contracts and Project Permits; to
continue to conduct its business substantially as now proposed to be conducted
and to diligently pursue the further development of the Project; and at all
times to maintain, preserve and protect all property necessary to the conduct of
its business and keep the same in good repair, working order and condition,
ordinary wear and tear excepted, and from time to time make, or cause to be
made, all repairs, renewals, replacements, betterments and improvements thereto
as may be necessary to the conduct of its business.

     (e) Financial Information,
Reports, Notices, etc. Borrower will furnish or cause to be furnished to
Lender copies of the following financial statements, reports, notices and
information:

          (i)
as soon as available and in any event within sixty (60) days after the end of
each calendar quarter (commencing with the calendar quarter ending on December
31, 2007), a balance sheet and statement of equity of Borrower as of the end of
such calendar quarter, certified as complete and correct by an Authorized
Officer of Borrower, subject to changes that would result from an audit and
normal year-end adjustments;




40

          (ii)
as soon as available and in any event within ninety (90) days after the end of
each fiscal year of Borrower, a copy of the Borrower's unaudited financial
statements, including Borrower's balance sheet, income statement and the related
statements of stockholders' equity for such fiscal year, certified as complete
and correct by an Authorized Officer of Borrower;

          (iii)
concurrently with the delivery of the financial information pursuant to clauses
(i) and (ii), a certificate, executed by an Authorized Officer of Borrower,
stating that no Default or Event of Default has occurred and is continuing (or,
if a Default or Event of Default has occurred, specifying the details of such
Default or Event of Default and the action that Borrower has taken or proposes
to take with respect thereto);

          (iv)
within fifteen (15) days after the end of every other month commencing November,
2007, a status report regarding the Project (including (A) the status of
negotiations of all Project Contracts and arrangements and a list of all
contracts, subcontracts and agreements that Borrower is negotiating or which are
subject to Borrower's approval (including a brief description thereof), (B) the
status of all rights-of-way, easements, and other real property rights required
for the Project, (C) the status of all Project Permits, and (D) a reconciliation
of budgeted expenditures to date under the Development Loan Budget to actual
expenditures to date, together with a narrative explanation of any material
variances (the "Status Report"));

          (v)
as soon as possible and in any event within five (5) Business Days after
Borrower obtains knowledge of the occurrence of a Default or Event of Default, a
statement of an Authorized Officer of Borrower setting forth the details of such
Default or Event of Default and the action which Borrower has taken and proposes
to take with respect thereto;

          (vi)
upon request of Lender from time to time, a summary of all invoices accounting
for any development cost in excess of $500,000 paid with the proceeds of a Loan
(which summary may be included in the Status Report described in clause (iv)
above);

          (vii)
[Intentionally omitted];

          (viii)
as soon as possible and in any event within seven (7) days after Borrower
obtains knowledge of the occurrence of a termination of or breach beyond any
applicable cure period by any Person under any Project Contract, a statement of
an Authorized Officer of Borrower setting forth the details of




41

such breach and the action which Borrower has taken and
proposes to take with respect thereto;

          (ix)
as soon as possible and in any event within seven (7) days after Borrower
obtains knowledge of any impairment, revocation, withdrawal, expiration, or
non-renewal of any Project Permit, a statement of an Authorized Officer of
Borrower setting forth the details of such impairment, revocation, withdrawal,
expiration, or non-renewal and the action which Borrower has taken and proposes
to take with respect thereto;

          (x)
as soon as possible and in any event within seven (7) days after Borrower
obtains knowledge of the commencement of any litigation, action, proceeding or
labor controversy affecting Borrower or the Project, notice thereof and, to the
extent Lender requests, copies of all pleadings and documentation relating
thereto;

          (xi)
within ten (10) days after the end of every other month commencing November,
2007, a progress report regarding the Project summarizing (A) the results of
drilling activities at the Project Site and (B) the results of drilling
activities with respect to each geothermal production and injection well (the
"Progress Report"); and

          (xii)
such other financial and other information as Lender may from time to time
reasonably request.

     (f) Insurance. Within
thirty (30) days after the Effective Date, Borrower will maintain or will cause
to be maintained property and liability insurance with respect to itself and its
property with financially sound and reputable insurance companies. The property
insurance shall insure against loss and damage in an amount equal to replace
personal property at any Borrower leased facilities on a replacement cost basis,
and on an agreed amount basis for real property (with customarily maintained
deductibles). Liability insurance shall be on an occurrence basis against claims
for personal injury (including bodily injury and death) and property damage in
at least such amounts and against at least such risks as are usually insured
against in the same general area by Persons engaged in the same or similar
business. Without limiting the foregoing, all insurance policies required
pursuant to this Section 5.1(f) shall (i) name Lender as additional insured, and
provide that no cancellation of the policies will be made without thirty (30)
days' prior written notice (or ten (10) days' prior written notice with respect
to failure to pay the premium), to Lender; and (ii) be in addition to any
requirements to maintain specific types of insurance contained in the Project
Contracts. Borrower shall submit to Lender the Insurance Policies, certificates
of such Insurance Policies or insurance binders demonstrating that the




42

coverage evidenced by such policies complies in all respects
with the requirements of this Section 5.1(f) . Borrower shall notify Lender in
writing of any proposed modification to be made to the Insurance Policies at
least ten (10) days prior to the date of such modification.

     (g) Project Contracts.

          (i)
Except as could not reasonably be expected to result in a Material Adverse
Effect, Borrower shall perform and observe all of its covenants and obligations
contained in the Project Contracts to which it is a party. Borrower shall
provide Lender with copies of all executed Project Contracts promptly upon
execution and delivery thereof, together with any amendments, waivers or other
modifications thereto.

          (ii)
Borrower shall diligently work to obtain all Project Permits. Borrower shall
provide Lender with copies of all final Project Permits.

     (h) Financing Plan.
Borrower has provided Lender with a financing plan for the Project. In
connection with such plan, Borrower shall cooperate with Lender to implement any
necessary amendment to the Construction Financing Documents to name Lender, at
its option, as Co-Lead Arranger for the financing contemplated by the
Construction Financing Documents; provided that Lender shall be
responsible for negotiating such arrangement with the arranger under the
Construction Financing Documents and provided further that no such
amendment shall impose any greater fees or other financial obligations on
Borrower in connection with the transactions contemplated under the Construction
Financing Documents, or otherwise modify the terms and conditions thereof in any
manner adverse to Borrower.

     (i) Project Prosecution.
Borrower shall use commercially reasonable efforts to complete the development
of the Project including, without limitation, in accordance with the Development
Loan Budget and the Project Contracts. Borrower shall diligently and timely
implement the Management Plan. Without limiting the generality of the foregoing,
Borrower shall use commercially reasonable efforts to take all steps necessary
to satisfy the conditions to financing in the commitment letter described in
clause (i) of the definition of Construction Financing Documents, including
without limitation, negotiating and entering into Material Project Contracts
sufficient to support such financing.

     (j) Separateness. Borrower
shall comply with the separateness covenants set forth on Schedule 5.10.
Borrower's limited liability company operating agreement shall contain the
separateness covenants set forth on Schedule 5.1(1) therein.




43

     (k) Changes in Development
Loan Budget. In the event Borrower determines that the aggregate costs and
expenses for the further development of the Project from the Effective Date
through the Date Certain are reasonably likely to exceed the aggregate amount of
such costs and expenses set forth in the effective Development Loan Budget, or
in the event that Financial Close has not occurred by March 31, 2008, then
Borrower shall submit a revised Development Loan Budget to Lender for its review
and approval, which approval shall not be withheld unless Available Development
Sources are not sufficient to pay unpaid amounts under such revised Development
Loan Budget. Unless Lender disapproves such revised Development Loan Budget in
accordance with the preceding sentence, such revised Development Loan Budget
shall become the effective Development Loan Budget under this Agreement. Any
approval of a revised Development Loan Budget shall in no event increase or
otherwise modify the commitment of Lender to make Advances under this
Agreement.

     (l) Further Assurances.
Borrower shall take all such further actions and execute all such further
documents and instruments as Lender may at any time reasonably determine to be
necessary for the better assuring and confirming for Lender of all or any part
of the security for the Obligations given or purported to be given by Borrower
pursuant to the Security Documents to which it is a party, including the
perfection thereof.

     (m)Environmental Matters.
All Hazardous Substances used in or generated by any construction activities or
operations by or on behalf of Borrower shall be handled and managed in
compliance with all Environmental Laws, and such Hazardous Substances shall be
transported, treated and disposed of by Persons maintaining valid Permits under
applicable Environmental Laws for such transportation, treatment and disposal
activities and such Hazardous Substances shall only be treated, stored or
disposed at treatment, storage and disposal facilities maintaining valid Permits
under applicable Environmental Laws, which Persons and facilities are and, to
the Borrower's knowledge after due inquiry, have been operating in compliance
with such Permits and applicable Environmental Laws.

     (n) Maintenance of Assets.
Borrower shall maintain its properties and assets necessary for the development,
construction and operation of the Project in good order and condition.

     (o) Assignment and
Consent. Borrower shall include in any Material Project Document entered
into by the Borrower after the Effective Date provisions allowing the Borrower
to assign such Material Project Document to Lender or any Person providing
construction financing.




44

     (p) Compliance with Development
  Loan Budget. Concurrently with the delivery of a Subsequent Advance Request
  pursuant to Section 3.2(d), Borrower shall notify the Lender in writing in the
  event that projected aggregate development costs and expenses through the Date
  Certain exceed the amount set forth in the Development Loan Budget.

     (q) Management Plan.
Borrower shall notify Lender of any material changes to the Management Plan.

     (r) Additional Collateral.
At Lender's option on or after March 31, 2008, Borrower shall grant Lender no
later than fifteen (15) Business Days from the date of receipt by Borrower of a
notice from Lender to that effect, a Lien on and security interest in all of
Borrower's real and personal property, tangible or intangible, whether owned at
such time or thereafter acquired by Borrower, including all Real Estate
Documents and Project Contracts (the "Additional Collateral") and, as
promptly as reasonably practicable thereafter, shall deliver to Lender such
other documents and/or assignment or other agreements, including a mortgagee
title insurance policy for real property acquired reasonably satisfactory to
Lender from the Title Company and take such measures, including appropriate
recordings, filings, notifications, and payments of fees, charges and taxes, as
may be necessary or useful to create and perfect such Lien and security interest
in the Additional Collateral.

     (s) Real Estate Documents.
Promptly following execution, Borrower shall deliver to Lender true, correct and
complete copies of any material Real Estate Document. In addition, no later than
thirty (30) days from the Effective Date, Borrower shall have caused the Core
Real Estate Documents other than Transmission Line Easements described in
Schedule 4.21 attached hereto, to have been placed of record (either in the
county recorder's office or with the BLM as applicable). Borrower shall further
use all commercially reasonable efforts to cause each of the Crawford Lease and
the DeLong Lease described in Schedule 4.21 attached hereto to be assigned to
Borrower, amended and placed of record.

     (t) Equity Contribution
Requirement. Borrower shall take all steps necessary to satisfy the equity
contribution requirement described in clause (xxviii) under "Conditions
Precedent" in the commitment letter described in clause (i) of the definition of
Construction Financing Documents, requiring, among other things, that the equity
contribution in the Borrower be at least 20% of the total consolidated
capitalization of the Borrower.

     5.2 Negative Covenants.
Borrower covenants and agrees that, unless Lender shall otherwise consent in
writing, until the termination of this Agreement:




45

     (a) Debt. Borrower shall
not create, incur, assume, suffer to exist or otherwise become or remain
directly or indirectly liable for any Indebtedness or guarantee any obligation
except as provided herein or Permitted Debt (but only in the case of Permitted
Debt if (i) Borrower shall have given Lender not less than ten (10) Business
Days notice of its intention to solicit offers for such Permitted Debt and
requesting an offer from Lender to provide such Permitted Debt (which Lender may
provide) prior to seeking or accepting an offer to provide Permitted Debt from
another Person, (ii) in the event that Lender, during such ten (10) Business Day
period, makes an offer to provide such Permitted Debt, (A) Borrower shall, for
an additional period of five (5) Business Days, consider the terms of such offer
in good faith, (B) respond to such offer, (C) not solicit or accept offers from
any other Person in respect of such Permitted Debt during such five (5) Business
Day period and (D) in the event it shall decline to accept such offer, not
accept another offer except on pricing terms that are more advantageous to
Borrower than those set forth in the declined offer).

     (b) Liens. Borrower shall
not create, incur, assume or suffer to exist a Lien against, security interest
in or other encumbrance on any of the property or assets now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except for Liens created or
permitted under this Agreement, the Note, the Security Documents and the other
Loan Documents or Permitted Liens.

     (c) Mergers, Consolidations,
etc. Borrower shall not (i) consolidate with or merge into or acquire any
Person or permit any other Person to consolidate with or merge into or acquire
Borrower, (ii) except as may be provided under the Construction Financing
Documents, sell or issue, or grant any option, warrant or other right of any
nature in respect of any additional membership or other ownership interests in
Borrower, (iii) except as may be provided under the Construction Financing
Documents, authorize or approve the transfer of any interests, option, warrant
or right in respect thereof held by any member of the Borrower or admit any
person as a member of Borrower, (iv) liquidate, wind-up or dissolve (or suffer
any liquidation or dissolution) or (v) except as may be provided under the
Construction Financing Documents or in connection with a transfer described in
clause (d)(ii) below, enter into any partnership or joint venture.

     (d) Sale of Assets.
Borrower shall not convey, sell, lease, transfer or otherwise dispose of,
whether by sale, merger, consolidation, liquidation, dissolution or otherwise,
in one transaction or a series of transactions, any portion of its business,
property or assets, whether now owned or hereafter acquired, or stock or other
evidence of beneficial ownership of, any Person, except for the sale or other
disposition for cash of any asset which, in the reasonable business




46

judgment of the management of Borrower has become obsolete or
worn out or is unnecessary for the Project and which is disposed of in the
ordinary course of business on an arm's length basis and has an aggregate book
value not in excess of $500,000 during any fiscal year of Borrower;
provided, for the avoidance of doubt, that nothing in this clause (d)
shall restrict the Borrower's ability to (i) make any reimbursement or
distribution in accordance with the Development Loan Budget that is permitted
under Section 2.3 or (ii) transfer rights to any transmission line benefiting
the Project and/or transmission line easements or other Real Property rights on
which such transmission lines have been or will be constructed and/or rights to
develop and construct such transmission lines to an entity jointly owned by
Borrower and one or more of its Affiliates, or cause such rights to be held in
any other similar joint ownership arrangement; provided, further, that in
the case of any transfer under clause (ii) Borrower shall retain rights in any
such transmission line sufficient to meet the needs of the Project as
contemplated under the Loan Documents and the Project Documents; provided,
further, that such jointly owned or similar entity shall not (x) create,
incur, assume, suffer to exist or otherwise become or remain directly or
indirectly liable for any Indebtedness or guarantee any obligation or (y) with
the exception of Permitted Liens, create, incur, assume, suffer to exist a Lien
against, security interest in or other encumbrance on any of the property or
assets owned or acquired by it, or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof.

     (e) Nature of Business.
Borrower shall not engage in any business activity other than (a) the
development, ownership, operation and financing of geothermal resources and
power generating facilities constituting the Project, (b) activities and
businesses ancillary to the foregoing, including entering into power purchase
agreements and fuel procurement contracts, and engaging in legally permissible
lobbying, permitting, and industry activities and (e) as required by the Loan
Documents.

     (f) Related Person
Transactions. Except for transactions described in clause (d)(ii) above and
as otherwise agreed by the Parties hereto in writing and except for existing
arrangements listed in Schedule 5.2(f) to this Agreement and except for
transactions on an arm's length basis at fair market value and containing
reasonable terms and conditions, Borrower shall not, directly or indirectly,
engage in any transaction between Borrower and any of its officers, directors or
members (or their respective officers, directors or shareholders) or other
Affiliates.

     (g) Project Contracts; Project
Permits. Except for assignments required in connection with a transfer
permitted under clause (d)(ii) above, Borrower shall not cancel or terminate any
Material Project Contract or Project Permit, or amend, modify, transfer, assign
or supplement any Material Project Contract or Project




47

Permit, or waive any breach or default under any Material
Project Contract, or waive, fail to enforce, forgive, compromise, settle, adjust
or release any right, interest or entitlement, howsoever arising, under or in
respect of any Material Project Contract or in any way vary or agree to the
variation of any provision of a Material Project Contract or of the performance
of any covenant or obligation of any Person under any Material Project Contract
unless any such action could not reasonably be expected to have a Material
Adverse Effect. Except as required in connection with a transfer permitted under
clause (d)(ii) above and contracts entered into in connection with the rights
transferred thereunder, Borrower shall cause each contract or agreement that if
entered into with Borrower would be a Project Contract to be entered into by
Borrower and by no other Person acting on Borrower's behalf or otherwise.
Borrower shall cause all Project Permits to be issued in Borrower's name and to
no other Person acting on Borrower's behalf or otherwise.

     (h) Project Contracts.
Borrower shall not execute and deliver any document which after execution would
become a Project Contract, without the prior approval of Lender if (i) such
agreement or contract contains provisions that could impair or impose conditions
upon (x) the rights of Lender under Section 7.1(a) or 7.1(b) hereof, (y) the
transfer of a direct or indirect interest in the Lender or (z) the exercise of
the Lender's remedies under the Loan Documents, (ii) such agreement or contract
would impose recourse on or to, or otherwise create any obligations of, Lender,
(iii) such agreement or contract is not collaterally assignable to Lender or
(iv) such agreement or contract would be inconsistent with the Construction
Financing Documents. The Borrower shall negotiate the terms and conditions of
all Project Contracts it enters into in good faith, and shall provide Lender
with copies of such Project Contracts once entered into. In addition, the
Borrower shall provide Lender with advanced drafts of Material Project Contracts
prior to the execution and delivery thereof.

     (i) [Intentionally omitted].

     6) Project Counterparties.
Prior to it entering into any agreement or contract with any Person, Borrower
shall make due inquiries to determine whether such Person has been debarred or
disqualified by any Governmental Authority from performing work or entering into
contracts of the type to be performed under or similar to the applicable
agreement or contract, and if such is the case (as determined based upon such
inquiries), Borrower shall not enter into such agreement or contract.

     (k) Advances, Investments,
Loans and Distributions. Borrower shall not (i) lend money or credit or make
advances or contributions to any Person (other than as




48

required under the Loan Documents and Project Contracts in
connection with the development of the Project and as contemplated by Section
2.4), (ii) directly or indirectly purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution
to any Person, or (iii) declare, authorize or pay any dividends on or make any
other payment or distribution in respect of any membership interests of its
capital or make any change in its issued or authorized capital whether by way of
redemption or otherwise; provided, for the avoidance of doubt, that
nothing in this clause (k) shall restrict the Borrower's ability to (A) make any
reimbursement or distribution in accordance with the Development Loan Budget
that is permitted under Section 2.3 or (B) make any transfer permitted under
clause (d)(ii) above, and acquire interests in and make contributions to a
jointly owned Subsidiary or other Affiliate in connection therewith.

     (1) Fiscal Year; Fiscal
Quarter. Borrower shall not change its fiscal year or any of its fiscal
quarters.

     (m)Use of Proceeds; Margin
Regulations. Borrower shall not use any proceeds of any Loan other than in
accordance with the provisions of Section 2.3. Borrower shall not use any part
of the proceeds of any Loan to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying any margin stock.
Borrower shall not use the proceeds of any Loan in a manner that would
reasonably be expected to violate or be inconsistent with the provisions of
Regulations T, U or X of the Board of Governors of the Federal Reserve
System.

     (n) Environmental Matters.
Borrower shall not use or dispose of any Hazardous Substances, other than in
accordance with all applicable Environmental Laws, or allow any Hazardous
Substances to be released in connection with the Project. Neither any property
used, operated, owned or leased by Borrower nor the construction activities and
operations of the Borrower to be conducted thereon shall violate in any respect
any Environmental Laws nor shall the Borrower take any actions that would incur
or be reasonably likely to result in a liability to the Lender, the Borrower or
the Project under any Environmental Laws.

     (o) Employee Benefit
Plans. Borrower shall not, nor shall Borrower permit any ERISA Affiliate to,
maintain, contribute to, participate in, or incur liability, contingent or
otherwise under any Employee Benefit Plan.

     (p) Subsidiaries. Except
for Subsidiaries created to establish joint ownership of rights transferred
under clause (d)(ii) above, Borrower shall not create or acquire any Subsidiary
without the prior consent of Lender.




49

SECTION 6. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON
DEFAULT

     6.1 Events of Default. The
occurrence of any one or more of the following events shall constitute an "Event
of Default":

     (a) Borrower fails to pay any
Obligation on the date such amount is due and if no date is otherwise stated to
be the date that such payment is due, such amount shall be due fifteen (15) days
after Lender has provided Borrower written notice that such amount is due;

     (b) Borrower fails to perform,
keep or observe or otherwise breaches any covenant contained in Section 5.1 of
this Agreement (other than Sections 5.1(a), 5.1(e)(v), or 5.1(f) of this
Agreement) and such failure or breach shall continue for a period of thirty (30)
days from the occurrence thereof;

     (c) Borrower fails to perform,
keep or observe or otherwise breaches any covenants contained in Sections
5.1(a), 5.1(e)(v), 5.1(f), or Section 5.2 of this Agreement;

     (d) Borrower fails to perform,
keep or observe or otherwise breaches any term, provision, condition or covenant
contained in this Agreement (other than those described in Sections 6.1(b) or
(c) above) or the other Loan Documents and such failure shall continue for a
period of thirty (30) days from the occurrence thereof;

     (e) Any representation or
warranty or certification contained herein or in any Loan Document or made or
delivered by Borrower or any of their respective officers, employees or agents
to Lender is not true and correct or is misleading in any respect when made or
deemed to have been made and such misrepresentation shall continue for a period
of thirty (30) days from the date upon which Borrower obtains actual knowledge
of such occurrence or is notified by the Lender thereof.,

     (f) Any Event of Bankruptcy shall
occur with respect to Borrower or any Material Party, provided, however,
that such an event in respect of any Material Party shall not be an Event of
Default if (i) Borrower enters into an agreement in replacement of such Project
Contract to which such Material Party was a party within thirty (30) days of
such event, (ii) such replacement agreement is with a party, and in form and
substance, reasonably satisfactory to Lender and (iii) the negotiation or
entering into such replacement agreement could not reasonably be expected to
prevent the achievement of Financial Close by the Date Certain in accordance
with the Development Loan Budget;




50

     (g) Borrower ceases to conduct
its business substantially as now conducted, or Borrower is enjoined, restrained
or in any way prevented by court order, or final order of any governmental
authority, from conducting all or any material part of its business and such
order shall not be lifted within ninety (90) days;

     (h) A notice is filed of record
disclosing a Lien with respect to any of the assets of Borrower by the United
States, or any department, agency or instrumentality thereof, or by any state,
county, municipal or other governmental agency, or if any taxes or debts owing
at any time hereafter to any one of these becomes a Lien upon any assets of
Borrower, which Lien is not removed by Borrower within thirty (30) days.

     (i) Any order, judgment or decree
shall be entered against Borrower decreeing Borrower's involuntary dissolution
or split-up and such order shall remain undischarged and unstayed for a period
in excess of sixty (60) days or (ii) Borrower shall dissolve or cease to
exist;

     (j) (i) A Change of Control shall
occur or (ii) Owner shall cease to own directly, beneficially and of record 100%
of the Membership Interests.

     (k) Any Security Document, once
executed and delivered, shall for any reason cease to be in full force and
effect, or shall cease to give Lender the Liens, security interests, rights,
powers and privileges purported to be created thereby or the security interests
for a period of ten (10) Business Days; and

     (l) Any party shall breach or
otherwise be in default beyond any applicable cure period under the Power
Purchase Agreement, including but not limited to Exhibit 6 attached thereto as
updated and reproduced herein as of the date hereof under Exhibit 6 to this
Agreement (as the dates or milestones therein may be amended, modified, or
waived from time to time in accordance with the Power Purchase Agreement), which
breach or default has not been cured or waived (in a manner that would not
render it impracticable for the Borrower to meet the conditions to funding under
the commitment letter described in clause (i) of the definition of Construction
Financing Documents on or prior to the Maturity Date) under the Power Purchase
Agreement;

     (m) Any of (i) the Power Purchase
Agreement, (ii) except as could not reasonably be expected to result in a
Material Adverse Effect, any Material Project Contract or (iii) any Project
Permit shall cease to be in full force and effect prior to its stated
termination; provided that no Event of Default shall occur hereunder if,
with respect to any such Project Contract, (i) Borrower enters into an agreement
in replacement of such Project Contract within thirty (30) days of such event,
(ii) such




51

replacement agreement is with a party, and in form and
substance, reasonably satisfactory to Lender and (iii) the negotiation or
entering into such replacement agreement could not reasonably be expected to
prevent the achievement of Financial Close by the Date Certain in accordance
with the Development Loan Budget;

     (n) Any failure by the Borrower
and/or Owner, as the case may be, to maintain good and defensible title to all
Collateral (or in the case of the Project Site, maintain leasehold, easement or
right-of-way interests), which failure could reasonably be expected to have a
Material Adverse Effect on the Project or Borrower's ability to perform its
obligations under the Loan Documents or Lender's valid and perfected first
priority security interest in and to the Collateral;

     (o) Any judgment or decree shall
  be entered by a court or courts of competent jurisdiction against Borrower and
  (i) such judgment or decree shall award non-monetary relief which has or could
  reasonably be expected to have a Material Adverse Effect and has not been stayed,
  discharged, or vacated within thirty (30) days, or (ii) such judgment or decree
  shall award monetary damages in an amount of $500,000 or more individually,
  or in an aggregate amount of $1,000,000 or more when taken together with all
  other judgments and decrees, and shall not be stayed, discharged, paid, bonded
  or vacated within thirty (30) days or (iii) enforcement proceedings shall be
  commenced by any creditor on any such judgment or decree;

     (p) Any amendment or other
modification is made to any of the Borrower Organizational Documents or the
Construction Financing Documents without the prior consent of Lender;

     (q) Any of the Construction
Financing Documents shall for any reason cease to be in full force and effect;
or

     (r) Any Indebtedness of Borrower
(other than the Obligations) in an aggregate principal amount of $500,000 or
more, shall not be paid when due or there.shall occur any default or breach
thereunder which renders such Indebtedness capable of being declared by a
creditor to be prematurely due and payable or placed on demand.

     6.2 Rights and
Remedies.

     (a) Upon the occurrence of any
Event of Default in respect of Borrower described in Section 6.1(f) or Section
6.1(j), Lender's remaining commitments under Section 2.1 shall automatically and
immediately terminate, and the unpaid principal amount of and any and all
accrued interest on the Loans and any and all other accrued




52

Obligations shall automatically become immediately due and
payable, without demand, protest, notice or legal process or other requirements
of any kind.

     (b) Upon the occurrence and
during the continuance of any Event of Default, Lender may, by written notice to
Borrower (i) declare that the remaining commitments under Section 2.1 are
terminated, and (ii) declare the unpaid principal amount of and any and all
accrued and unpaid interest on the Loans and any and all other accrued
Obligations to be, and the same shall thereupon be, immediately due and payable
without demand, notice or legal process of any kind. All overdue Obligations
shall bear interest at the Default Rate, calculated on the basis of a 365-day
year, compounded annually.

     (c) In addition to the foregoing,
upon the occurrence and during the continuance of any Event of Default, Lender
may exercise any or all of its rights as secured party under the Security
Documents or otherwise exercise all rights and remedies under applicable
Law.

     (d) All rights and remedies
provided for in the Loan Documents shall be cumulative with all other rights and
remedies available to Lender hereunder or otherwise available at law or in
equity or otherwise upon the occurrence of an Event of Default.

     (e) Lender may, but shall be
under no obligation whatsoever, to give Borrower notice of any Event of Default.
The failure of Lender to give any such notice shall not affect the rights of
Lender hereunder or under any Loan Document or the obligations of the Borrower
hereunder or under any Loan Document.

SECTION 7. MISCELLANEOUS 

     7.1 Participations;
Assignment.

     (a) The Borrower may not sell,
assign or transfer this Agreement, or any portion hereof, including, without
limitation, Borrower's rights, title, interests, remedies, powers, liabilities,
obligations and/or duties hereunder. The Lender may, with the written consent of
Borrower, in the case of unfunded Loan commitments only, and in all other cases
upon notice to Borrower, sell, assign or transfer this Agreement, or any portion
hereof, including, without limitation, Lender's rights, title, interests,
remedies, powers, liabilities, obligations and/or duties hereunder. Upon
Lender's assignment of this Agreement, Lender shall be released from any future
liability or obligations hereunder to the extent of such assignment. This
Agreement shall be binding upon and inure to the benefit of the Parties'
successors and permitted assigns. Any transfer or assignment of the Lender's
interest in the Loans shall be effected only by the surrender of the existing
Note and the issuance of a new Note to the transferee or the assignee by the
Borrower.




53

     (b) The Lender may, without the
consent of Borrower, sell through participations to one or more banks or other
entities all or a portion of its rights or obligations under this Agreement,
including all or a portion of the Loans or other Obligations owing to it,
provided that: (i) Lendor's obligations under this Agreement shall remain
unchanged, (ii) Lender shall remain solely responsible to Borrower for the
performance of such obligations, and (iii) Borrower shall continue to deal
solely and directly with Lender in connection with Lender's rights and
obligations under this Agreement.

     7.2 Payment of
Expenses.

     (a) Borrower shall pay all
reasonable out-of-pocket costs and expenses of Lender in connection with (i)
Lender's review and due diligence through Financial Close, (ii) Lender's
negotiation, drafting, execution and delivery of the Loan Documents and the
documents and instruments referred to herein and therein and any agreement
relating thereto or contemplated thereunder, (iii) the management and
administration of the Loan, (iv) the creation, perfection or protection of the
Liens of Lender (v) any title insurance and surveys, and (vi) any amendment,
waiver or consent relating to any of the Loan Documents (including, without
limitation, as to each of the foregoing, the fees and expenses of legal counsel
Dewey & LeBoeuf LLP, the Geothermal Resource Consultant, Enviroscientist,
Inc. and other advisers). The Borrower shall pay all out-of-pocket costs and
expenses of Lender in connection with the costs and expenses of Lender incurred
in connection with the enforcement of any rights or remedies available under the
Loan Documents (including, without limitation, as to each of the foregoing, the
fees and expenses of legal counsel Dewey & LeBoeuf LLP, the Geothermal
Resource Consultant, Enviroscientist, Inc. and other advisers).

     (b) Borrower shall make any
payment pursuant to Section 7.2(a) of any of the foregoing costs and expenses on
the Maturity Date unless written demand therefor is made on or prior to such
time.

     (c) On the Financial Closing
Date, Borrower's obligation to pay Lender the foregoing costs and expenses
pursuant to Section 7.2(a) shall be determined in accordance with the provisions
of Section 2.6.

     7.3 Amendments and Waivers.
Neither this Agreement, the Note, any other Loan Document to which Borrower
is a party nor any terms hereof or thereof may be amended, supplemented,
modified or waived except in writing in accordance with the provisions of this
Section 7.3. The Lender and Borrower may, from time to time, enter into written
amendments or waivers of this Agreement, the Note or the other Loan
Documents to which Borrower is a party. Any such amendment, supplement,




54

modification or waiver shall be binding upon Borrower, Lender
and all future holders of the Note.

     7.4 Nonwaiver by Lender,
The Lender's failure, at any time or times hereafter, to require strict
performance by Borrower of any provision of this Agreement shall not waive,
affect or diminish any right of Lender to demand strict compliance and
performance by Borrower thereafter. Any suspension or waiver by Lender of an
Event of Default under this Agreement shall not suspend, waive or affect any
other Event of Default under this Agreement, whether the same is prior to or
subsequent thereto and whether of the same or of a different type. None of the
undertakings, agreements, warranties, covenants and representations contained in
this Agreement, and no Event of Default under this Agreement, shall be deemed to
have been suspended or waived by Lender, unless such suspension or waiver is by
an instrument in writing signed by an officer of Lender and directed to Borrower
specifying such suspension or waiver.

     7.5 Construction of
Agreement.

     (a) This Agreement and all
Schedules and Exhibits hereto referred to herein, together with the Note, the
Security Documents and the other Loan Documents, embody the final, entire
agreement among the Parties hereto and supersede any and all prior commitments,
agreements, representations and understandings, whether written or oral,
relating to the subject matter hereof and may not be contradicted or varied by
evidence of prior, contemporaneous, or subsequent oral agreements or discussions
of the parties hereto. There are no oral agreements among the parties hereto.
Except as otherwise provided in this Agreement, if any provision contained in
this Agreement is in conflict with, or inconsistent with, any provision in any
Loan Document, the provision contained in this Agreement shall govern and
control.

     (b) Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law. If, however, any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     (c) The section titles contained
in this Agreement are included for convenience only and are without substantive
meaning or content and are not a part of the agreement between the Parties
hereto.

     (d) THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT WAS DRAFTED JOINTLY BY COUNSEL TO THE LENDER, ON THE ONE
HAND, AND COUNSEL TO BORROWER, ON THE OTHER HAND, AND EACH




55

PARTY THERETO HAS BEEN ADVISED BY COUNSEL AS TO ITS RESPECTIVE
RIGHTS AND OBLIGATIONS THEREUNDER. IN NO EVENT SHALL ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BE CONSTRUED AGAINST ANY PARTY ON
THE BASIS THAT SUCH PARTY (OR ITS COUNSEL) WAS THE DRAFTER THEREOF.

     7.6 Waivers by Borrower.
Except as otherwise provided in this Agreement, Borrower waives, to the
extent permitted by law: (a) presentment, demand, protest and notice of
presentment, notice of intent to accelerate the maturity of the Obligations and
notice of such acceleration, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal and hereby ratifies and confirms
whatever Lender may do in this regard; and (b) the benefit of all stay,
extension, marshaling-of-assets or similar laws, whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect the performance
of the Obligations by Borrower or the enforcement of the Obligations by Lender.
Borrower acknowledges that it has been advised by counsel with respect to this
Agreement and the transactions evidenced by this Agreement.

     7.7 GOVERNING LAW; WAIVER OF
JURY TRIAL; LIMITATION OF REMEDIES.

     (a) THIS AGREEMENT SHALL BE
INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PROVISIONS EXCEPT SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

     (b) THE PARTIES HERETO HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR ANY
DEALINGS AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND
THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE PARTIES HERETO
ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT MIGHT, BUT
FOR THIS WAIVER, BE REQUIRED OF ANY PARTY HERETO. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT
THIS WAIVER IS A




56

MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.

     (c) NO PARTY SHALL, REGARDLESS
OF CAUSE, ASSERT ANY CLAIM WHATSOEVER AGAINST THE OTHER PARTY FOR LOSS OF
ANTICIPATORY PROFITS OR CONSEQUENTIAL, PUNITIVE, SPECIAL OR INDIRECT
DAMAGES.

     (d) Any legal action or
proceeding against any of the Parties with respect to this Agreement or any
other Loan Document or the transactions in connection with or relating hereto or
thereto, may be brought in the courts of the State of New York in the County of
New York or of the United States for the Southern District of New York and, by
execution and delivery of this Agreement, each of the Parties hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the nonexclusive jurisdiction of the aforesaid courts. Each of
the Parties agrees that a judgment, after exhaustion of all available appeals,
in any such action or proceeding shall be conclusive and binding upon each of
the Parties, and may be enforced in any other jurisdiction, by a suit upon such
judgment, a certified copy of which shall be conclusive evidence of the
judgment.

     (e) Borrower hereby irrevocably
designates, appoints and empowers Corporation Service Company (the "Process
Agent") with offices on the date hereof at 1133 Avenue of the Americas,
Suite 3100, New York, New York 10036, as its designee, appointee and agent to
receive, accept and acknowledge for and on behalf of Borrower, and in respect of
its property, service of any and all legal process, summons, notices and
documents which may be served in any such action or proceeding. Borrower further
agrees that such service of process may be made on the Process Agent by personal
service of a copy of the summons and complaint or other legal process in any
such legal suit, action or proceeding on the Process Agent, or by any other
method of service




57

provided for under the Laws in effect in the County of New
York, State of New York, and the Process Agent hereby is authorized and directed
to accept such service for and on behalf of Borrower, and to admit service with
respect thereto.

     (f) Upon service of process being
made on the Process Agent as provided in Section 7.7(e), a copy of the summons
and complaint or other legal process served shall be given by the Process Agent
to Borrower in the manner provided in Section 7.8, or to such other address as
Borrower may notify the Process Agent in writing. Personal service upon the
Process Agent as provided in Section 7.7(e) shall be deemed to be personal
service on Borrower and shall be legal and binding upon Borrower for all
purposes, notwithstanding any failure of the Process Agent to give copies of
such legal process thereto, or any failure on the part of Borrower to receive
the same.

     (g) Borrower will at all times
continuously maintain an agent to receive service of process in the County of
New York, State of New York on its behalf with respect to each Loan Document. In
the event that for any reason the Process Agent or any successor thereto shall
no longer serve as agent for Borrower to receive service of process in the
County of New York on its behalf or shall have changed its address without
notification thereof to the Process Agent, Borrower, immediately after having
knowledge thereof, will irrevocably designate and appoint a substitute agent in
the County of New York, State of New York and advise Lender.

     (h) Nothing contained in this
Section 7.7 shall preclude the Lender from bringing any legal suit, action or
proceeding against Borrower in the courts of any jurisdiction where Borrower or
any of its property or assets may be found or located. To the extent permitted
by the Laws of any such jurisdiction, Borrower hereby irrevocably submits to the
jurisdiction of any such court and expressly waives, in respect of any such
suit, action or proceeding, the jurisdiction of any court or courts which now or
hereafter, by reason of its present or future domiciles, or otherwise, may be
available to it.

     (i) Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with any Loan Document or the transactions in connection with, or relating
hereto or thereto, brought in the courts referred to in clause (d) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

     7.8 Notices. Without
modifying any of the provisions of this Agreement concerning the requirements
for, or waiver of, any notice, all notices, consents, or other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and shall be considered properly given if mailed by first
class United States mail,




58

postage prepaid, registered or certified with return receipt
requested, facsimile, by delivering same in person or by a nationally recognized
overnight courier service to the intended addressee. Notice so mailed shall be
effective three (3) days after it is deposited in a receptacle maintained by the
United States Postal Office for the acceptance of mail. Notice given in any
other manner shall be effective only if and when received by the addressee. For
purposes of notice, the addresses of the Parties shall be as set forth on
Schedule 7.8 to this Agreement; provided, however, that any Party shall have the
right to change its address for notice hereunder to any other location within
the continental United States by the giving of ten (10) days' notice to the
other Parties in the manner set forth hereinabove.

     7.9 Counterparts. To
facilitate execution, this Agreement may be executed in as many counterparts as
may be required; and it shall not be necessary that the signature of, or on
behalf of, each party, or that the signatures of all persons required to bind
any party, appear on such counterpart, but it shall be sufficient that the
signature of, or on behalf of, each party, or that the signature of the persons
required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be
necessary in making proof of this Agreement to produce or account for more than
a number of counterparts containing the respective signatures of, or on behalf
of, all of the Parties hereto.

     7.10 Confidentiality. The
Lender agrees to hold any information designated as "confidential" that it
receives from Borrower pursuant to this Agreement in confidence in accordance
with procedures adopted by Lender in good faith to protect confidential
information of third parties delivered to it, except for disclosure (a) to the
Lender's directors, owners, officers, employees, agents, legal counsel,
accountants and other professional consultants, provided that such Persons are
bound by the provisions of this Section 7.10, have a professional obligation to
maintain the confidentiality of confidential information supplied to them or
agree to maintain the confidentiality thereof on substantially the same basis as
is provided under this Section 7.10, (b) to other professional advisors for the
Lender, provided that such other professional advisor agrees to maintain the
confidentiality thereof on substantially the same basis as is provided under
this Section 7.10, (c) to any Governmental Authority having jurisdiction over
the Lender as required by such Governmental Authority pursuant to any applicable
Law, (d) as required by applicable Law or legal process or in connection with
any legal proceeding to which the Lender is a party, (e) to another Person in
connection with a participation or assignment or a proposed participation or
assignment as contemplated by Section 7.1 (which Person shall be required to
sign a confidentiality agreement provided by the Lender with respect to such
confidential information), (f) to any Affiliate of the Lender provided that such
Affiliate shall be subject to the same obligations of confidentiality under this
Section 7.10 as the Lender, (g) to prospective purchasers of any Collateral in
connection with any disposition thereof, and (h) to any other Lender. The
confidentiality




59

obligations set forth above shall not, however, apply to any
information (i) which is not treated by Borrower in a manner designed to
maintain the confidentiality thereof; (ii) filed with any Governmental Authority
and available to the public, (iii) published in any public medium from a source
other than, directly or indirectly, the Lender, or (iv) disclosed by Borrower to
any Person not associated with Borrower without first obtaining a
confidentiality agreement substantially similar to this Section 7.10. Nothing in
this Section 7.10 shall be construed to create or give rise to any fiduciary
duty on the part of the Lender to Borrower.

      7.11 Indemnity. Borrower
shall pay, indemnify, defend and hold the Indemnified Parties harmless from and
against any and all losses, claims, demands, suits, actions, investigations,
proceedings, and damages, and all reasonable attorneys' fees and disbursements
and other costs and expenses actually incurred in connection therewith (as and
when they are incurred and irrespective of whether suit is brought), which are
asserted against, imposed upon or incurred by any of them (a) in connection with
or as a result of or related to the Project or the execution, delivery,
enforcement, performance, or administration of this Agreement or the
transactions contemplated hereby or thereby, and (b) with respect to any
investigation, litigation, or proceeding related to the Project or this
Agreement or any Loan Document (irrespective of whether any Indemnified Party is
a party thereto), or any act, omission, event, or circumstance in any manner
related thereto (all the foregoing, collectively, the "Indemnified
Liabilities"). The foregoing to the contrary notwithstanding, Borrower shall
have no obligation to any Indemnified Party under this paragraph with respect to
any Indemnified Liability that a court of competent jurisdiction finally
determines to have resulted from the gross negligence or willful misconduct of
such Indemnified Party. If any Indemnified Party makes any payment to any other
Indemnified Party with respect to an Indemnified Liability as to which Borrower
was required to indemnify the Indemnified Party receiving such payment, the
Indemnified Party making such payment is entitled to be indemnified and
reimbursed by Borrower with respect thereto. Lender may notify Borrower of the
progress of any claims with respect to Indemnified Liabilities pursuant to this
Section 7.11 and Borrower shall be entitled, at its own cost and expense, to
participate in the defense of any third party claim for which it may owe the
Lender an indemnity, pursuant to this Section 7.11, it being understood that the
Lender shall control such defense. The obligations of Borrower in this Section
7.11 shall survive the termination of this Agreement and the discharge of
Borrower's other obligations under this Agreement. The provisions of this
Section 7.11 shall not he applicable to claims made by third parties in the
event Lender acquires an equity interest in Borrower.

      7.12 Scope of Liability.
Notwithstanding any other provision of the Loan Documents (except to the extent
of the Owner's interest in the Collateral pledged under the Pledge Agreement),
there shall be no recourse against Owner, Nevada Geothermal Power Company, Blue
Mountain Power Company, Inc., Nevada Geothermal




60

Power Inc. or their Affiliates (except Borrower), or the
stockholders or other owners, officers, directors or employees of any of them
(each, a "Non-Recourse Party"), for any liability to Lender arising in
connection with any breach or default under this Agreement except to the extent
the same is enforced against Borrower and the Collateral and the rents, issues,
profits, proceeds and products of the Collateral, and Lender shall look solely
to Borrower (but not to any Non-Recourse Party or to any distributions received
by any Non-Recourse Party in accordance with the terms of this Agreement) and
the Collateral and the rents, issues, profits, proceeds and products of the
Collateral in enforcing rights and Obligations under and in connection with the
Loan Documents; provided that (a) the foregoing provisions of this
Section 7.12 shall not constitute a waiver, release or discharge of any of the
indebtedness, or of any of the terms, covenants, conditions, or provisions of
this Agreement, the Note, or any other Loan Document (but without
personal liability to the Non-Recourse Parties), and the same shall continue
until this Agreement has terminated and all Obligations have been fully paid,
discharged, observed, or performed; and (b) the foregoing provisions of this
Section 7.12 shall not limit or restrict the right of Lender to name Borrower,
Owner or any other Non-Recourse Party as a defendant in any action or
suit for a judicial foreclosure or for the exercise of any other remedy under or
with respect to this Agreement or any other Loan Document, or otherwise, or for
injunction or specific performance, so long as no judgment in the nature of a
deficiency judgment shall be enforced against any Non-Recourse Party out of any
property, assets or funds other than the Collateral and the rents, issues,
profits, proceeds or products of the Collateral, and any other property of
Borrower.

[Signature Page Follows]




     IN WITNESS WHEREOF, this
Agreement has been duly executed by the Parties as of the date set forth at the
outset hereof.

BORROWER:

NGP BLUE MOUNTAIN I LLC

By: Name: 
Title:

 

 

 

Development Loan Agreement






	LENDER: 
	GLITNIR BANKI HF 
	  
	By: __________________________
	       Name
	
             Title:

	
	By ___________________________
	      Name:
	      
	 
	



 

 

 

Development Loan Agreement




EXHIBIT A
FORM OF PROMISSORY NOTE

	Up to $20,000,000 	November 1, 2007 


     For value received, the
undersigned, NGP BLUE MOUNTAIN I LLC, a Delaware limited liability company
("Payor"), with its principal office at 1755 East Plumb Lane, Suite 220, Reno,
Nevada 89502, hereby promises to pay to GLITNIR BANKI HF ("Payee"), at Payee's
office at Kirkjusandur 2, 155 Reykjavik, Iceland or at such other place as from
time to time may be designated by Payee, in lawful money of the United States of
America, the amount set forth under the column titled "Total Outstanding
Principal Balance of Loan" on the Note Schedule attached hereto, with interest
on such amount accruing at the Interest Rate, compounded annually, as set forth
in Section 2.5 of that certain Loan Agreement (as defined below). Upon the
occurrence and during the continuance of any Event of Default, the outstanding
principal balance of the Loans shall bear interest at the Default Rate,
compounded annually as set forth in Section 2.5 of the Loan Agreement. Each
determination by Payee of the interest amount hereunder shall, except for
manifest error, be final, conclusive and binding for all purposes.

     This Note is a Note referred to
in that certain Development Loan Agreement, dated as of November 1, 2007, by and
between NGP Blue Mountain I LLC and Glitnir Banki hf (the "Loan
Agreement"). Terms defined in the Loan Agreement are used herein as so
defined unless otherwise defined herein.

     The entire unpaid principal under
this Note and any accrued interest thereon shall be due and payable in
accordance with Section 2.6 of the Loan Agreement.

     The makers, signers, sureties,
guarantors and endorsers of this Note severally waive demand, presentment,
notice of dishonor, notice of intent to demand payment hereof, notice of demand,
diligence in collecting, notice, and protest. If this Note shall be collected by
legal proceedings or through a probate or bankruptcy court, or shall be placed
with attorneys for collection, the undersigned agrees to pay all costs of
collection, including attorneys' fees.

     This Note is secured by the liens
and security interests created under those certain Security Documents.




     THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS RULES OR CHOICE OF LAWS RULES THEREOF EXCEPT
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     EXECUTED on the date first set
forth above.


	 	NGP BLUE MOUNTAIN I LLC 
	 	  
	 	By: Name: 
	 	Title: 




    


Note Schedule


	
Amount of Advance 	
Date of Advance 	Total Outstanding 
Principal
      Balance of Loan 

	 	 	 




    


     EXHIBIT B-1 

FORM OF INITIAL REQUEST 

[_______ ], 2007

	GLITNIR BANKI HF 
	222 E. 41st Street 
	New York, New York 10017 
	Fax: (212) 922-0882 
	Attention: Charles J. Amigo II 
	  
	With a copy to: 
	  
	GLITNIR BANKI HF 
	Kirkjusandur 2 
	155 Reykjavik, Iceland 
	Fax: (354) 440-4520 
	Attention: Olafur Sveinsson, International Banking
  



	 	Re: 	NGP Blue Mountain I LLC - Initial Request
  


     Reference is hereby made to
Section 2.4 of the Development Loan Agreement to be entered into on November 1,
2007 (the "Loan Agreement") between NGP Blue Mountain I LLC (the
"Borrower") and Glitnir Banki hf (the "Lender"). Unless otherwise
defined herein, capitalized terms used herein have the meanings provided in the
Loan Agreement.

   The Borrower hereby notifies the Lender that
  it wishes to draw the amount of $[ ]  under the Loan Agreement to
  be disbursed to the Borrower Account on the Effective Date, subject to
  the Lender's determination that all of the conditions set forth under Section
  3.1 of the Loan Agreement have been fulfilled on or prior to the Effective Date.


	NGP BLUE MOUNTAIN I LLC 
	  
	  
	       By:
    ___________________________
	       Name: 
	       Title:




 






EXHIBIT B-2

FORM OF SUBSEQUENT ADVANCE REOUEST

[______________]

	GLITNIR BANKI HF 
	222 E. 41st Street 
	New York, New York 10017 
	Fax: (212) 922-0882 
	Attention: Charles J. Arrigo II 
	  
	With a copy to: 
	  
	GLITNIR BANKI HF 
	Kirkjusandur 2 
	155 Reykjavfic, Iceland 
	Fax; (354) 440-4520 
	Attention: Olafur Sveinsson, International Banking
  



	 	Re: 	NGP Blue Mountain I LLC - Subsequent Advance
      Request 


     Reference is hereby made to
Section 2.4 of the Development Loan Agreement entered into on November 1, 2007
(the "Loan Agreement") between NGP Blue Mountain I LLC (the
"Borrower") and Glitnir Banki hf (the "Lender"). Unless otherwise
defined herein, capitalized terms used herein have the meanings provided in the
Loan Agreement.

     The Borrower hereby notifies the
Lender that it wishes to draw the amount of $[ j under the Loan Agreement to be
disbursed to the Borrower Account on 1 (the "Disbursement Date")
subject to the Lender's determination that all of the conditions set forth under
Section 3.2 of the Loan Agreement have been fulfilled on or prior to the
Disbursement Date.


	NGP BLUE MOUNTAIN I LLC 
	       By:
_______________________
	       Name: 
	       Title:








  
   

EXHIBIT B-3

FORM OF CONTINUATION/CONVERSION NOTICE

[____________]

	GLITN R BANKI HF 
	222 E. 41st Street 
	New York, New York 10017 
	Fax: (212) 922-0882 
	Attention: Charles J. Arrigo II 
	  
	With a copy to: 
	  
	GLITNIR BANKI HF 
	Kirkjusandur 2 
	155 Reykjavik, Iceland 
	Fax: (354) 440-4520 
	Attention: Olafur Sveinsson, International Banking
  



	 	Re: 	NGP Blue Mountain I LLC - Notice of
      Continuation/Conversion 


     Reference is hereby made to
Section 2.5(e) of the Development Loan Agreement entered into on November
1, 2007 (the "Loan Agreement") between NGP Blue Mountain I LLC (the
"Borrower") and Glitnir Banki hf (the "Lender"). Unless
otherwise defined herein, capitalized terms used herein have the meanings
provided in the Loan Agreement.

     Borrower hereby gives irrevocable
notice of its request to:

(a) on [ __date_] convert $[ ]of the aggregate
  outstanding principal amount of the LIBOR Loans, into Base Rate Loans.

(b) on [ __date_ ] convert $[ ]of the aggregate
  outstanding principal amount of the Base Rate Loans, into LIBOR Loans.

(c) on [ __date_] continue $[ ]of the aggregate
  outstanding principal amount of the LIBOR Loans, as LIBOR Loans.

     The Borrower hereby represents
and warrants that no Default or Event of Default has occurred and is continuing
on the date hereof.




     IN WITNESS WHEREOF, the Borrower
has caused this Continuation/Conversion Notice to be duly executed and delivered
by an authorized officer of the Borrower as of the date first above written.


	NGP Blue Mountain I LLC, 
	a Delaware limited liability company 
	  
	  
	  
	By: ___________________________
	Name: 
	Title: 




    


EXHIBIT C

FORM OF PLEDGE AGREEMENT

This PLEDGE AND SECURITY AGREEMENT, dated as of November
1, 2007 (the "Agreement"), is made by and between NGP BLUE MOUNTAIN
HOLDCO LLC, a Delaware Limited Liability Company, (the "Pledgor"), in
favor of GLITNIR BANKI HF, a company incorporated in Iceland (the
"Lender") pursuant to the Development Loan Agreement, dated of even date
herewith, by and between NGP Blue Mountain I LLC, a Delaware limited liability
company (the "Borrower"), and the Lender (as amended, supplemented or
otherwise modified from time to time, the "Loan Agreement").

RECITALS:

     WHEREAS, pursuant to the
Loan Agreement, the Lender has agreed to make Loans to the Borrower upon the
terms and subject to the conditions set forth therein, to be evidenced by the
Note issued by the Borrower under the Loan Agreement;

     WHEREAS, the Pledgor is
the legal and beneficial owner of the Pledged Interests (as hereinafter defined)
issued by the Borrower; and

     WHEREAS, it is a condition
precedent to the obligation of the Lender to make the Loans to the Borrower
under the Loan Agreement that the Pledgor shall have executed and delivered this
Agreement to the Lender.

     NOW, THEREFORE, in
consideration of the premises and to induce the Lender to enter into the Loan
Agreement and to induce the Lender to make its Loans under the Loan Agreement,
the Pledgor hereby agrees with the Lender, as follows:

SECTION 1. DEFINED TERMS

     (a) Unless otherwise defined
herein, terms defined in the Loan Agreement and used herein shall have the
meanings given to them in the Loan Agreement.

     (b) The following terms shall have the following meanings:

     "Agreement" shall mean
this Pledge and Security Agreement, as the same may be amended, modified or
otherwise supplemented from time to time.

     "Code" shall mean the
Uniform Commercial Code from time to time in effect in the State of New
York.

     "Collateral" shall have
the meaning set forth in Section 2.




     "Collateral Account" shall
mean any account established to hold money Proceeds, maintained under the sole
dominion and control of the Lender.

     "Pledged Interests" shall
mean the percentage of the membership interests listed on Schedule 1
hereto, together with all certificates, instruments or other documents, options
or rights of any nature whatsoever in respect thereof that may be issued or
granted, if any, by the Borrower to the Pledgor while this Agreement is in
effect.

     "Proceeds" shall mean all
"proceeds" as such term is defined in the Code on the date hereof and, in any
event, shall include, without limitation, all dividends or other income from the
Pledged Interests, collections thereon or distributions with respect
thereto.

SECTION 2. PLEDGE; GRANT OF SECURITY INTEREST.

     (a) To secure the payment and/or
performance, as the case may be, in full of the Obligations, whether at stated
maturity, by acceleration or otherwise, the Pledgor hereby pledges, and grants
to the Lender, a lien on and a first-priority security interest in all of its
right, title and interest in and to all of the Pledged Interests, whether now
owned or in the future acquired by it and whether now existing or in the future
coming into existence and wherever located, together with, in each case:

          (i)
all shares, securities, and rights to receive moneys or property representing a
dividend on any of the Pledged Interests or a distribution or return of capital
upon or in respect of the Pledged Interests (it being understood that,
notwithstanding anything to the contrary herein, the Pledgor shall be entitled
to receive and retain free and clear of the security interest granted hereby any
and all dividends, reimbursements of equity and other distributions paid on or
distributed in respect of the Pledged Interests to the extent and only to the
extent that all such dividends, reimbursements of equity and other distributions
are permitted by, and otherwise paid or distributed in accordance with, the
terms and conditions of the Loan Agreement), and

          (ii)
all payments, proceeds, rents, profits, income, benefits, substitutions and
replacements of and to any of the property of Pledgor described in the preceding
clauses of this Section 2 (including all causes of action, claims and warranties
now or hereafter held by such Pledgor in respect of any of the items listed
above) and, to the extent related to any property described in said clauses or
such proceeds, all assets, interests, rights, books, correspondence, credit
files, records, invoices and other documents and instruments, including all
tapes, cards, computer runs and other papers and documents in the possession or
under the control of such Pledgor or any computer bureau or service company from
time to time acting for such Pledgor (collectively, but exclusive of any
dividends, reimbursements of equity or other distributions described in the
parenthetical in clause (i) above, the "Collateral").

     (b) Pledgor shall deliver to the
  Lender all certificates representing the Pledged Interests concurrently with
  the execution and delivery of this Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Lender
to enter into the Loan Agreement and to induce the Lender to make available the
Loans to the Borrower thereunder, the Pledgor hereby represents and warrants to
the Lender that:

-2-




     (a) Due Organization, etc.
The Pledgor (i) is a limited liability company duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, and
(ii) has the requisite power and authority to own its assets and to execute,
deliver and perform the terms of this Agreement.

     (b) Due Authorization:
Enforceability, etc. This Agreement has been duly executed and delivered by
the Pledgor and constitutes the legally valid and binding obligation of the
Pledgor enforceable against it in accordance with its terms (except to the
extent that such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general principles of equity (whether
enforcement is sought by proceedings in equity or at law)).

     (c) Non Contravention.
Neither the execution and delivery nor the performance hereof: (i) require any
consent or approval of the Pledgor's members, except for such consents and
approvals as have been duly obtained and are in full force and effect; (ii)
contravene the Pledgor's organizational documents; (iii) violate any provision
of, or require any filing, registration, consent or approval under any law,
order, writ, judgment, injunction, decree, determination or award currently in
effect having applicability to the Pledgor or its property; or (iv) result in a
breach of, constitute a default or result in the creation of any lien upon the
property of the Pledgor under any material contract to which the Pledgor is a
party or by which the Pledgor or any of its property is bound.

     (d) Government Actions. No
consent or authorization of, filing with, notice to, or other act by or in
respect of, any Governmental Authority or any other Person or under any law
applicable to the Pledgor or its property is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement,
except for consents, filings, notices, authorizations or approvals that have
been obtained and are in full force and effect.

     (e) Litigation. Except as
set forth in Schedule 3(e), there is no suit, action, or proceeding pending or
threatened against the Pledgor before any Governmental Authority or arbitral
body, that could reasonably be expected to have a Material Adverse Effect.

     (f) No Debt. Pledgor does
not have any Indebtedness, except as otherwise incurred pursuant to this
Agreement or as set forth in Schedule 3(f).

     (g) Title; No Other Liens.
The Pledgor is the record and beneficial owner of, and has good and marketable
title to, the Pledged Interests, free and clear of any and all Liens or options
in favor of, or claims of, any other Person, except the security interest
created by this Agreement or as are permitted by the Loan Agreement. No
financing statement or other public notice with respect to all or any part of
the Collateral is on file or of record in any public office, except such as have
been filed in favor of the Lender, pursuant to this Agreement.

     (h) Perfected First Priority
Liens. The security interest created by this Agreement will constitute a
valid, and upon delivery of the Collateral to the Lender, perfected first
priority security interest in the Collateral in favor of the Lender, as
collateral security for the prompt and complete payment, performance and
observance of the Obligations, enforceable in accordance with its terms against
all creditors of the Pledgor and any Persons purporting to purchase any
Collateral from the Pledgor, except as affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting

-3-




creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.

     (i) Jurisdiction of
Organization. On the date hereof, the Pledgor's jurisdiction of organization
and identification number from the jurisdiction of organization (if any), along
with its place of business or chief executive office and mailing address (if
different) are specified on Schedule 2.

     (j) Pledged Interests Validly
Issued. The Pledged Interests have been duly and validly issued and are
fully paid and nonassessable.

SECTION 4. COVENANTS. The Pledgor covenants and agrees with the
Lender that, from and after the date of this Agreement until this Agreement is
terminated and the security interests created hereby are released:

     (a) Corporate Existence.
The Pledgor shall preserve and maintain its legal existence and form and all of
its rights, privileges and franchises, if any, necessary for the operation of
its business, the maintenance of its existence and the performance of its
obligations hereunder.

     (b) Compliance with Laws.
The Pledgor shall comply with all applicable laws, the breach of which could
reasonably be expected to affect the enforceability of this Agreement or affect
the Pledgor's ability to perform its obligations under this Agreement.

     (c) Governmental
Approvals. The Pledgor shall do or cause to be done all things necessary to
obtain, remain in compliance with and maintain in full force and effect all
governmental approvals that are necessary from time to time to perform its
obligations hereunder.

     (d) Fundamental Changes.
The Pledgor shall not merge or consolidate or liquidate or dissolve itself (or
suffer any liquidation, dissolution or bankruptcy).

     (e) No Changes to
Organizational Documents. Pledgor shall not amend or otherwise modify the
Borrower Organizational Documents without the prior consent of Lender.

(f) Maintenance of Perfected Security Interest.

     (i) The Pledgor shall maintain
the security interest created by this Agreement as a first-priority, perfected
security interest and shall defend such security interest against claims and
demands of all Persons whomsoever.

     (ii) At any time and from time to
time, upon the written request of the Lender, and at the sole expense of the
Pledgor, the Pledgor will promptly and duly execute and deliver, and have
recorded, such further instruments and documents and take such further actions
as the Lender may reasonably request for the purposes of obtaining or preserving
the full benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, filing any financing or continuation statements
under the Code (or other similar laws) in effect in any jurisdiction with
respect to the security interests created hereby.

-4-




          (iii)
If any amount payable under or in connection with any of the Collateral shall be
or become evidenced by any promissory note, other instrument or chattel paper,
such note, instrument or chattel paper shall be immediately delivered to the
Lender, duly endorsed in a manner satisfactory to the Lender, to be held as
Collateral pursuant to this Agreement.

     (g) Changes in Name, etc.
The Pledgor will not (i) change its jurisdiction of organization, or chief
executive office and mailing address (if different) from those referred to in
Section 3(i) or (ii) change its name, in each case without thirty (30) days
notice to the Lender.

     (h) Notices. The Pledgor
will advise the Lender promptly, in reasonable detail, of the occurrence of any
other event which could reasonably be expected to have a Material Adverse Effect
on the aggregate value of the Collateral or on the security interests created
hereby.

     (i) Pledged Interests.

          (i)
If the Pledgor shall, as a result of its ownership of the Pledged Interests,
become entitled to receive any certificate or shall receive any further
membership interests in the Borrower (including, without limitation, any
certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, whether in addition to,
in substitution of, as a conversion of, or in exchange for, the Pledged
Interests, or otherwise in respect thereof, the Pledgor shall accept the same on
behalf of the Lender and hold the same in trust for the Lender and deliver the
same forthwith to the Lender in the exact form received, duly indorsed by such
Pledgor to the Lender, if required, together with an undated stock or equivalent
power covering such certificate duly executed in blank by the Pledgor and with,
if the Lender so requests, signature guaranteed, to be held by the Lender,
subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Interests upon the
liquidation or dissolution of the Borrower shall be paid over to the Lender to
be held by it hereunder as additional collateral security for the Obligations,
and in case any distribution of capital shall be made on or in respect of the
Pledged Interests or any property shall be distributed upon or with respect to
the Pledged Interests pursuant to the recapitalization or reclassification of
the capital of the Borrower or pursuant to the reorganization thereof, the
property so distributed shall be delivered to the Lender to be held by it
hereunder as additional collateral security for the Obligations. If any sums of
money or property so paid or distributed in respect of the Pledged Interests
pursuant to the recapitalization or reclassification of the capital of the
Borrower or pursuant to the reorganization thereof shall be received by the
Pledgor, the Pledgor shall, until such money or property is paid or delivered to
the Lender, hold such money or property in trust for the Lender, segregated from
other funds of the Pledgor, as additional collateral security for the
Obligations.

          (ii)
Without the prior written consent of the Lender, the Pledgor shall not (1) vote
to enable, or take any other action to permit, the Borrower to distribute any
membership interests or other equity securities of any nature or to issue any
other securities convertible into or granting the right to purchase or exchange
for any membership interest or other equity securities of any nature of the
Borrower (2) sell, assign, transfer, exchange, or otherwise dispose of, or grant
any option with respect to, the Collateral, (3) create, incur or permit to exist
any Lien or option in favor of, or any claim of any Person with respect to, any
of the

-5-




Collateral, or any interest therein, except for the security
interests created by this Agreement or (4) enter into any agreement or
undertaking restricting the right or ability of the Pledgor or the Lender to
sell, assign or transfer any of the Collateral.

SECTION 5. VOTING RIGHTS. Unless an Event of Default shall have
occurred and be continuing and the Lender shall have given notice to the Pledgor
of its intent to exercise its corresponding rights pursuant to Section 6 below,
the Pledgor shall be permitted to exercise all voting and other rights with
respect to the Pledged Interests; provided, however, that no vote shall
be cast or other right exercised or other organizational action taken which, in
the Lender's judgment, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Loan
Agreement, the Note, this Agreement or any other Loan Document or Security
Document.

SECTION 6. RIGHTS OF THE LENDER.

     (a) If an Event of Default shall
occur and be continuing, all Proceeds received by the Pledgor shall be held by
the Pledgor in trust for the Lender, segregated from other funds of the Pledgor,
and shall, forthwith upon receipt by the Pledgor, he turned over to the Lender
in the exact form received by the Pledgor (duly indorsed by the Pledgor to the
Lender, if required). All money Proceeds received by the Lender hereunder shall
be held in a Collateral Account. All Proceeds while held by the Lender in a
Collateral Account (or by the Pledgor in trust for the Lender) shall continue to
be held as collateral security for all the Obligations and shall not constitute
payment thereof until applied as provided in paragraph (b).

     (b) If an Event of Default shall
occur and be continuing and the Lender shall give notice of its intent to
exercise such rights to the Pledgor, (1) the Lender shall have the right to
receive any and all cash dividends, payments or other Proceeds paid in respect
of the Pledged Interests and make application thereof to the Obligations in such
order as the Lender may determine, and (2) all of the Pledged Interests shall be
registered in the name of the Lender or its nominee, and the Lender or its
nominee may thereafter exercise (A) all voting and other rights pertaining to
the Pledged Interests at any meeting of members of the Borrower or otherwise and
(B) any and all rights of conversion, exchange, subscription and any other
rights, privileges or options pertaining to the Pledged Interests as if it were
the absolute owner thereof (including, without limitation, the right to exchange
at its discretion any and all of the Pledged Interests upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the organizational structure of the Borrower, or upon the exercise by the
Pledgor or the Lender of any right, privilege or option pertaining to such
Pledged Interests, and in connection therewith, the right to deposit and deliver
any and all of the Pledged Interests with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions as
the Lender may determine), all without liability except to account for property
actually received by it, but the Lender shall have no duty to the Pledgor to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.

SECTION 7. REMEDIES.

-6-




     (a) Application of
Proceeds. If an Event of Default shall have occurred and be continuing, at
any time at the Lender's election, the Lender may apply all or any part of
Proceeds constituting Collateral, whether or not held in any Collateral Account,
in payment of the Obligations in such order as the Lender may elect.

     (b) Code and Other
Remedies. If an Event of Default shall have occurred and be continuing, the
Lender, may exercise, in addition to all other rights and remedies granted in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the Code or any other applicable law. Without limiting the generality of the
foregoing, the Lender, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Pledgor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
assign, give option or options to purchase or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker's board or office of the Lender or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as it
may deem best, for cash or on credit or for future delivery without assumption
of any credit risk. The Lender shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or sales,
to purchase the whole or any part of the Collateral so sold, free of any right
or equity of redemption in the Pledgor, which right or equity is hereby waived
or released. The Lender shall apply any Proceeds from time to time held by it
and the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all costs and expenses of every kind
incurred in respect thereof or incidental to the care or safekeeping of any of
the Collateral or in any way relating to the Collateral or the rights of the
Lender hereunder, including, without limitation, attorney's fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Lender may elect, and only after such application and after the
payment by the Lender of any other amount required by any provision of law, need
the Lender account for the surplus, if any, to the Pledgor. To the extent
permitted by applicable law, the Pledgor waives all claims, damages and demands
it may acquire against the Lender arising out of the exercise by them of any
rights hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least ten (10) days before such sale or other
disposition.

SECTION 8. [Intentionally omitted] 

SECTION 9. PRIVATE SALES.

     (a) The Pledgor recognizes that
the Lender may be unable to effect a public sale of any or all the Pledged
Interests, by reason of certain prohibitions under applicable federal and state
law or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Lender shall
be under no obligation to delay a sale of any

-7-




of the Pledged Interests for the period of time necessary to
permit the Borrower to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if the Borrower
would agree to do so.

     (b) The Pledgor further agrees to
use its best efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of the Pledged
Interests pursuant to this Section valid and binding and in compliance with any
and all other applicable requirements of federal or state law. The Pledgor
further agrees that a breach of any of the covenants contained in this Section 9
will cause irreparable injury to the Lender, that the Lender has no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section 9 shall be specifically enforceable
against the Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants.

SECTION 10. SUBORDINATION. The Pledgor hereby agrees that, upon
the occurrence and during the continuance of an Event of Default, unless
otherwise agreed by the Lender, all Indebtedness owing by it shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations.

SECTION 11. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO
BORROWER. The Pledgor hereby authorizes and instructs the Borrower to comply
with any instruction received by it from the Lender in writing that (a) states
that an Event of Default has occurred and (b) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from the
Pledgor.

SECTION 12. LENDER'S APPOINTMENT AS ATTORNEY-IN-FACT.

     12.1 Lender's Appointment as
Attorney-in-Fact, etc.

          (a)
The Pledgor hereby irrevocably constitutes and appoints the Lender and any
officer or agent of the Lender, with full power of substitution, as its true and
lawful attorneyin-fact with full irrevocable power and authority in the place
and stead of the Pledgor and in the name of the Pledgor or in its own name, from
time to time in the Lender's discretion, for the purpose of carrying out the
terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement.

          (b)
If the Pledgor fails to perform or comply with any of its agreements contained
herein, the Lender, at its option, but without any obligation so to do, may
perform or comply, or otherwise cause performance or compliance, with such
agreement (and shall give the Pledgor notice thereof).

          (c)
The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. All powers, authorizations and agencies contained
in this Agreement are coupled with an interest and are irrevocable until this
Agreement is terminated and the security interests created hereby are
released.

SECTION 13. DUTY OF LENDER. The Lender's sole duty with respect
to the custody, 

-8-




safekeeping and physical preservation of the Collateral in its
possession shall be to deal with it in the same manner as the Lender deals with
similar securities and property for its own account.

-9-




Neither the Lender nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
the Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The powers conferred on the Lender
hereunder are solely to protect the Lender's interests in the Collateral and
shall not impose any duty upon the Lender to exercise any such powers. The
Lender shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither it nor any of its officers,
directors, employees or agents shall be responsible to the Pledgor for any act
or failure to act hereunder.

SECTION 14. EXECUTION OF FINANCING STATEMENTS. The Pledgor
hereby irrevocably authorizes the Lender to file or record at any time and from
time to time in any jurisdiction in which the Code has been adopted initial
financing statements or amendments thereof and other filing or recording
documents or instruments with respect to the Collateral without the signature of
the Pledgor in such form and in such filing offices as the Lender determines
appropriate. The Pledgor hereby ratifies and authorizes the filing by the Lender
of any financing statement with respect to the Collateral made prior to the date
hereof. A carbon, photographic or other reproduction of this Agreement shall be
sufficient as a financing statement for filing in any jurisdiction.

SECTION 15. NOTICES. All notices, requests and demands to or
upon the Lender or the Pledgor to be effective shall be in writing (or by telex,
fax or similar electronic transfer confirmed in writing) and shall be deemed to
have been duly given or made (1) when delivered by hand or (2) if given by mail,
three (3) days after being deposited in the mails by certified mail, return
receipt requested, or (3) if by telex, fax or similar electronic transfer, when
sent and receipt has been confirmed, addressed to the Lender or the Pledgor at
its address or transmission number for notices as set forth below.


	If to the Pledgor:
      













	NGP BLUE MOUNTAIN HOLDCO LLC
      
1755 East Plumb Lane, Suite 220 
Reno, Nevada 89502 
Attention:
      Max Walenciak 
Phone: (775) 786-3399 

With a copy to:
      

Nevada Geothermal Power Inc. 
Suite 900-409 Granville Street
      
Vancouver, BC V6C 1T2 
Canada 
Attention: Brian Fairbank &
      Andrew Studley 
Phone: (604) 688-1553 
Fax: (604) 688-5926 














	If to the Lender
      




	GLITNIR BANKI HF 

222 East
      41st Street 
New York, NY 10117 
Attention: Charles J. Arrigo II
      
Phone: (212) 716-0120 








-10-






	Fax: (212) 922-0882 
	  
	With a copy to: 
	  
	GLITNIR BANKI HF 
	Kirkjusandur 2 
	155 Reykjavik, Iceland 
	Fax; (354) 440-4520 
	Attention: International Banking




SECTION 16. SEVERABILITY. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

SECTION 17. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE
REMEDIES. 

     (a) Amendment. None of the
terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Pledgor and
the Lender, provided that any provision of this Agreement may be waived
by the Lender in a letter or agreement or by telex or facsimile transmission
from the Lender.

     (b) No Waiver by Course of
Conduct. The Lender shall not by any act (except by a written instrument
pursuant to paragraph (a) hereof), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on the part of the
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Lender would otherwise have on any future
occasion.

     (c) Cumulative Remedies.
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.

-11-




SECTION 18. ENFORCEMENT EXPENSES; INDEMNIFICATION.

     (a) Enforcement Expenses.
The Pledgor agrees to pay or reimburse the Lender for its reasonable costs and
expenses incurred in collecting against the Pledgor enforcing or preserving any
rights under this Agreement and the other Loan Documents to which the Pledgor is
a party, if any, including, without limitation, the reasonable fees and
disbursements of counsel (including the allocated fees and expenses of in-house
counsel) to the Lender.

     (b) Taxes. The Pledgor
agrees to pay, and to save the Lender harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,

-12-




excise, sales or other taxes which may be payable or determined
to be payable with respect to any of the Collateral or in connection with any of
the transactions contemplated by this Agreement.

     (c) Indemnification. The
Pledgor agrees to pay, and to save the Lender harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement to the extent the Borrower would be required to do so pursuant to the
Loan Agreement.

     (d) Survival. The
agreements in this Section 18 shall survive repayment of the Obligations and all
other amounts payable under the Loan Agreement and the other Loan Documents.

SECTION 19. SECTION HEADINGS. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.

SECTION 20. COUNTERPARTS. This Agreement may be executed by one
or more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

SECTION 21. INTEGRATION. This Agreement and the other Loan
Documents represent the agreement of the Pledgor and the Lender with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Lender relative to subject matter hereof
and thereof not expressly set forth or referred to herein or in the other Loan
Documents.

SECTION 22. SUBMISSION TO JURISDICTION; WAIVERS. The Pledgor
hereby irrevocably and unconditionally:

     (a) submits for itself and its
property in any legal action or proceeding relating to this Agreement and the
other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of America
for the Southern District of New York, and appellate courts from any
thereof;

     (b) consents that any such action
or proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;

     (c) agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Pledgor at its address referred to in Section 15
or at such other address of which the Lender shall have been notified pursuant
thereto;

     (d) agrees that nothing herein
shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction;
and

-13-




     (e) waives, to the maximum extent
not prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.

SECTION 23. ACKNOWLEDGEMENTS. 

The Pledgor hereby acknowledges that:

     (b) it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents to which it is a party;

     (c) the Lender has no fiduciary
relationship with or duty to the Pledgor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Pledgor, on the one hand, and the Lender, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

     (d) no joint venture is created
hereby or by the other Loan Documents or otherwise exists by virtue of the
transactions contemplated hereby among the Pledgor and the Lender.

SECTION 24. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Lender and its successors and assigns; provided that the Pledgor
may not assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Lender.

SECTION 25. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 26. WAIVER OF JURY TRIAL. THE PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

SECTION 27. CERTAIN WAIVERS.

     (a) Pledgor hereby waives and
relinquishes, to the maximum extent permitted by applicable law, all rights and
remedies accorded to pledgors, sureties or guarantors and agrees not to assert
or take advantage of any such rights or remedies, including: (i) any right to
require the Lender to proceed against any Person or to proceed against or
exhaust any security held by the Lender at any time or to pursue any other
remedy in the Lender's powers before proceeding against Pledgor; (ii) any
defense that may arise by reason of the incapacity, lack of power or authority,
death, dissolution, merger, termination or disability of Pledgor or any other
Person or the failure of the Lender to file or enforce a claim against the
estate (in administration, bankruptcy or any other proceeding) of Pledgor or any
other Person; (iii) any right to enforce any remedy that the Lender may have
against any Person and any right to participate in any security

-14-




held by the Lender until the Obligations have been paid in
full; (iv) any right to require the Lender to give any notices of any kind,
including, without limitation, notices of nonpayment, nonperformance, protest,
dishonor, default, delinquency or acceleration, or to make any presentments,
demands or protests; (v) any right to assert the bankruptcy or insolvency of any
Person as a defense hereunder or as the basis for rescission hereof and any
defense arising because of the Lender's election, in any proceeding instituted
under the Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's
obligations hereunder if the Obligations are reduced other than as a result of
payment of such Obligations; (vii) any defense based on the repudiation of the
Loan Documents by any Person, the failure by the Lender to enforce any claim
against Pledgor or any other Person or the unenforceability in whole or in part
of any Loan Document; (viii) all suretyship and guarantor's defenses generally;
(ix) any right to insist upon, plead or in any manner whatever claim or take the
benefit or advantage of, any appraisal, valuation, stay, extension, marshaling
of assets, redemption or similar law, or exemption, whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect the performance
by Pledgor of its obligations under, or the enforcement by the Lender of, this
Agreement; (x) any requirement on the part of the Lender to mitigate the damages
resulting from any default; (xi) any defense based upon an election of remedies
by the Lender, including an election to proceed by non judicial rather than
judicial foreclosure, which destroys or otherwise impairs the subrogation rights
of Pledgor, the right of Pledgor to proceed against another Person for
reimbursement, or both; (xii) any duty on the part of the Lender to disclose to
Pledgor any facts the Lender may now or hereafter know, regardless of whether
the Lender has reason to believe that any such facts materially increase the
risk beyond that which Pledgor intends to assume, or has reason to believe that
such facts are unknown to Pledgor, or has a reasonable opportunity to
communicate such facts to Pledgor; (xiii) any defense based on any change in the
time, manner or place of any payment under, or in any other term of, the Loan
Documents or any other amendment, renewal, extension, acceleration, compromise
or waiver of or any consent or departure from the terms of the Loan Documents;
and (xiv) any defense based upon any borrowing or grant of a security interest
under Section 364 of the Bankruptcy Code.

     (b) To the extent permitted by
law, Pledgor waives the posting of any bond otherwise required of the Lender in
connection with any judicial process or proceeding to obtain possession of,
replevy, attach, or levy upon the Collateral, to enforce any judgment or other
security for the Obligations, to enforce any judgment or other court order
entered in favor of the Lender, or to enforce by specific performance, temporary
restraining order, preliminary or permanent injunction, this Agreement or any
other agreement or document between Pledgor and the Lender. Pledgor further
agrees that upon the occurrence and during the continuation of an Event of
Default, the Lender may elect to nonjudicially or judicially foreclose against
any real or personal property security it holds for the Obligations or any part
thereof; or to exercise any other remedy against any Person, any security or any
guarantor, even if the effect of that action is to deprive Pledgor of the right
to collect reimbursement from any Person for any sums paid by Pledgor to the
Lender.

SECTION 28. INTERPRETATION.

     (a) The words "hereof," "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section and paragraph references are to this Agreement unless
otherwise specified.

-15-








      (b) The meanings given to terms
  defined herein shall be equally applicable to both the singular and plural forms
  of such terms.

-16-






     IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be duly executed and delivered as of
the date first above written.


	NGP BLUE MOUNTAIN HOLDCO LLC 
	  
	  
	  
	By: Name: 
	        Title:
  




  




	GLITNIR BANKI HF 
	  
	  
	By: Name: 
	     Title: 
	  
	  
	By: Name: 
	    Title: 




    


FORM OF ACKNOWLEDGEMENT AND CONSENT

     The undersigned hereby
acknowledges receipt of a copy of the Pledge and Security Agreement, dated as of
November 1, 2007, made by and between NGP BLUE MOUNTAIN HOLDCO LLC, a Delaware
limited liability company (the "Pledgor"), for the benefit of GLITNIR
BANKI HF (the "Lender"), a company incorporated in Iceland (the
"Pledge and Security Agreement"). The undersigned agrees for the benefit
of the Lender as follows:

     1. The undersigned will be bound
by the terms of the Pledge and Security Agreement and will comply with such
terms insofar as such terms are applicable to the undersigned.

     2. The undersigned will notify
the Lender promptly in writing of the occurrence of any of the events described
in the proviso in Section 5 of the Pledge and Security Agreement (without giving
effect to any clause therein that would require the undersigned to determine the
Lender's opinion as to any matter described therein).

     3. The terms of Section 9(b) of
the Pledge and Security Agreement shall apply to it, mutatis mutandis,
with respect to all actions that may be required of it under or pursuant to
or arising out of Section 9 of the Pledge and Security Agreement.






	NGP BLUE MOUNTAIN I LLC 
	  
	  
	  
	By: Name: 
	       Title: 
	  
	  
	  
	Address for Notices: 
	  
	  
	  
	1755 East Plumb Lane, Suite 220 
	Reno, Nevada 89502 
	Attention: Max Walenciak 
	Phone: (775) 786-3399 
	  
	With a copy to: 
	  
	Nevada Geothermal Power Inc. 
	Suite 900-409 Granville Street 
	Vancouver, BC V6C 1T2 
	Canada 
	Attention: Brian Fairbank & Andrew Studley 
	Phone: (604) 688-1553 
	Fax: (604) 688-5926 




    


SCHEDULE 1

TO PLEDGE AND SECURITY AGREEMENT

DESCRIPTION OF MEMBERSHIP INTERESTS


	   
           Issuer/Borrower 	Interest Type 	Percentage Interest 
	


NGP BLUE 
MOUNTAIN I LLC 	


Membership Interests
      
	


100% 









  


SCHEDULE 2

TO PLEDGE AND SECURITY AGREEMENT

Pledgor's Jurisdiction of Organization: Delaware

Identification Number from Jurisdiction of Organization (if
any): Delaware Formation Number SRV 070981784-4417126

 

Place of Business or Chief Executive Office

1755 East Plumb Lane, Suite 220 
Reno, Nevada 89502

 

Mailing address (i, f dafferent) 

Same as above

 




SCHEDULE 3(e)

TO PLEDGE AND SECURITY AGREEMENT

 

None




SCHEDULE 3(f)

TO PLEDGE AND SECURITY AGREEMENT

 

None




Schedule 1.1 to Development Loan Agreement

Title Exceptions

See Schedule B-2 (Exceptions) to Commitment No. 153-2241734 by
First American Title Insurance Company dated October 4, 2007 except for item
number 12 thereto regarding the lack of a right of access to and from the
land.

See Schedule B-2 (Exceptions) to Commitment No. 801-2261965 by
First American Title Company of Nevada, National Commercial Services dated
October 11, 2007 regarding property 005-341-21 and 005-341-29, NV, as restated
below:

	 	1. 	
      Water rights, claims or title to water, whether or not
      shown by the public records.

	 	 	 
	 	2. 	
      Any taxes that may be due, but not assessed, for new
      construction which can be assessed on the unsecured property rolls, in the
      Office of the Humboldt County Assessor, per Nevada Revised Statute
      361.260.

	 	 	 
	 	3. 	
      The lien of deferred taxes due upon conversion of use of
      said land from agricultural to a higher use, as the same is defined and
      provided for in NRS 361A.010, et.seq.

	 	 	 
	 	4. 	
      Those taxes for this fiscal year July 1, 2007 through
      June 30, 2008, including any secured personal property taxes collected by
      the County Treasurer.





	 	APN 005-341-21 	 	  	 
	 	1st installment 	$	 276.86 	 
	 	2nd installment 	 	274.00 	 
	 	3rd installment 	 	274.00 	 
	 	4th installment 	 	274.00 	 
	 	  	 	  	 
	 	Total 	$	1,098.86 	 



          
NOTE:
          Said
taxes become a lien on July 1, 2007, each installment will become due and
payment on the following dates:

          1st
installment is due on the 3rd Monday of August, 2007

          2nd installment is
due on the 1St Monday of October, 2007




          3rd installment
  is due on the 1" Monday of January, 2008 

          4th installment
  is due on the 1st Monday of March, 2008

          Each
installment will become delinquent ten (10) days after due.

          (Affects
Section 21)

	5. 	Reservations and provisions as contained in
      Patent from the United States of America, recorded January 20, 1905, in
      Book 40, page 430 of Deeds, as Instrument No. N/A. 
	  	  
	6. 	Intentionally omitted. 
	  	  
	7. 	An unrecorded Lease Exploration Agreement and
      Option to Lease dated November 29, 1990, executed by The Atchison Topeka
      and Santa Fe Railway Company, a Delaware corporation as lessor and Santa
      Fe Pacific Minerals Corporation, a Delaware corporation as lessee, as
      disclosed by a Memorandum of Exploration Agreement and Option to Lease
      recorded October 21, 1991 in Book No. 305, page 647 as Instrument No.
      328894 of Official Records. 
	  	  
		- The last mentioned item was amended on
      October 16, 1995, December 29, 1995, and October 31, 1996, as disclosed by
      Deed recorded December 31, 1998 as Document No. 1998-8589. 
	  	  
	8. 	An unrecorded Lease dated December 28, 1998,
      executed by Desert Valley Hay Company, Inc. as lessor and Nevada Land and
      Resource Company, a Nevada Limited Liability Company as lessee, as
      disclosed by a Quitclaim Deed recorded December 31, 1998 in Book No. N/A
      as Instrument No. 1998- 8588 of Official Records. 
	  	  
	  	
      (Affects Section 21) 

	  	  
	9. 	
      An unrecorded Lease dated May 12, 1987, executed by
      Southern Pacific Land Co. as lessor and SFP Minerals Corporation as
      lessee, as disclosed by a Deed recorded December 31, 1998 in Book No. N/A
      as Instrument No. 1998-8589 of Official Records. 

	  	  
	  	
      (Affects Section 21) 

	  	  
	10. 	Intentionally omitted. 



    



	11. 	 The exclusive right and privilege to enter on the property
        as reserved in a document recorded September 16, 1999, in Book N/A, of
        Official Records, as Instruments No. 1999-5882.

	 	 
		 (Affects Section 27)

	 	 
	12. 	 An Easement for ingress and egress and incidental purposes
        reserved in the document recorded September 16, 1999 in Book No. N/A as
        Instrument No. 1999-5882 of Official Records.

	 	 
		 (Affection Section 27)

	 	 
	13. 	 Intentionally omitted.

	 	 
	14. 	 Intentionally omitted.

	 	 
	15. 	 Intentionally omitted.

	 	 
	16. 	 Intentionally omitted.

	 	 
	17. 	 Those taxes for the fiscal year July 1, 2007 through
        June 30, 2008, including any secured personal property taxes collected
        by the County Treasurer.






	 	APN 005-341-29 	 	  	 
	 	1st installment 	$	41.99 	(PAID) 
	 	2nd installment 	 	0.00 	 
	 	3rd installment 	 	0.00 	 
	 	4th installment 	 	0.00 	 
	 	  	 	  	 
	 	Total 	$	41.99 	 



         
NOTE:

          Said
taxes become a lien on July 1, 2007, each installment will become due and
payable on the following dates:

          1st installment
  is due on the 3rd Monday of August, 2007 

            2nd
installment is due on the 1" Monday of October,
2007 
          3rd
installment is due on the 1st Monday of January,
2008 
          4th
installment is due on the 1" Monday of March, 2008

          Each
installment will become delinquent ten (10) days after due.




          (Affects
Section 27)

	18. 	
      A Deed of Trust to secure an original indebtedness of
      $7,900,000.00 and any other amounts or obligations secured thereby,
      recorded January 24, 2007, as Instrument No.
2007-745.




	                         
      Dated: 	
                           
March
      17, 2004 

	Trustor: 	Eldon G. Crawford and Brenda D. Crawford,
      trustees of their 
	  	Successors in trust, under the Crawford Family
      Living Trust, 
	  	dated March 17, 2004 
	Trustee: 	Western Title Company 
	Beneficiary: 	Rabobank, N.A., 


          (Affects
Section 21) - 

(Includes other land)

	19. 	
      A document entitled "Notice of Attachment of an Open Tax
      Lien on Agricultural Property", recorded April 26, 2007, as Instrument No.
      2007-4320 of Official Records.




	 	NOTE: 	We find no open deeds of trust. Escrow please
      confirm before closing. 
	 		  
	 	  	  
	 	
 (Affects 27) 
	  



    


Schedule 1.2 to Development Loan Agreement

 

 

 




Schedule 1.3 to Development Loan Agreement

[RESERVED]

 

 

 




Schedule 1.4 to Development Loan Agreement

Project Contracts

	1. 	
      Each of those Real Estate Documents described in Schedule
      4.21, other than those indicated as not entered into as of the Effective
      Date.




	2. 	
      (a) Long-Term Firm Portfolio Energy Credit &
      Renewable Power Purchase Agreement with Nevada Power Company, dated as of
      August 18, 2006, and approved by the PUCN on February 12, 2007.

	 	 
		
      (b) Assignment and Assumption of Power Purchase Agreement
      by and between Nevada Geothermal Power Company and Borrower, and consented
      to by Nevada Power Company.

	 	 
	3. 	
      Unit Agreement for the Development and Operation of the
      Blue Mountain Unit Area, County of Humboldt, State of Nevada, Serial No.
      N-82457X, approved by the Bureau of Land Management September 8, 2006
      (contributed to Borrower in accordance with a contribution agreement among
      Borrower, Owner and the other parties
thereto).







Schedule 1.5 to Development Loan Agreement 

Proiect Permits 

Required Permits and Permit Status

	Permit/License/ 
Review 	Responsible Agency 
	Application Date 
	Issuance 
Date 	Current Status 


	  	  	  	  	  
	Water Permits 	 Department of 	Initial or corrected 	September 	  
	No. 72978, 	 Conservation and Natural 	applications filed 	8, 2006 	  
	73541, 73542 & 	 Resources 	December 5, 2005 	  	  
	73543 	 Division of Water 	  	  	  
	  	 Resources 	  	  	  
	  	 901 S. Steward Street, 	  	  	  
	  	 Suite 2002 	  	  	  
	  	 Carson City, NV 89701 	  	  	  
	Federal 	 U.S. Department of 	September 29, 	Scheduled 	Proceeding 
	Right-of-Way 	 Interior 	2006 	for 	under normal 
	  	 Bureau of Land 	  	12/17/2007 	course with no 
	  	 Management 	  	  	material 
	  	 Attn: Rebecca Lange 	  	  	obstacles 
	  	 5100 E. Winnemucca 	  	  	identified. 
	  	 Blvd. 	  	  	  
	  	 Winnemucca, NV 89445 	  	  	  
	  	 775-623- 1742 	  	  	  
	Geothermal Plan 	 U.S. Department of 	September 29, 	Scheduled 	Proceeding 
	of Development/ 	 Interior 	2006 	for 	under normal 
	Utilization 	 Bureau of Land 	  	12/17/2007 	course with no 
	  	 Management 	  	  	material 
	  	 Attn: Rebecca Lange 	  	  	obstacles 
	  	 5100 E. Winnemucca 	  	  	identified. 
	  	 Blvd. 	  	  	  
	  	 Winnemucca, NV 89445 	  	  	  
	  	 775-623- 1742 	  	  	  
	Initial UEP 	 Public Utilities 	November 22, 	PUCN 	Complete. 
	Permit 	 Commission 	2006 	Docket 	  
	  	 Attn: Crystal Jackson 	  	#06-11032 	  
	  	 1150 East Williams Street 	  	dated 	  
	  	 Carson City, NV 89701 	  	11/29/06 	  
	  	775-684-6101 	  	  	  



    



	Amended UEPA Public Utilities 	To be submitted 	Unknown Requirement maybe cancelled by
      State statute. 
	Permit 	Commission 	after completion 
	  	Attn: Crystal Jackson 1150 	of the 
	  	East Williams Street 	Environmental 
	  	Carson City, NV 89701 	Review associated 	  
	  	775-684-6101 	with the Federal 	  
	  	  	Right-of-Way 	  
	  	  	Grant 	  
	Underground 	Nevada DEP 	12/22/06 	Unknown Accepted complete 2/16107. To
      be resubmitted for name change and update of drilling program. 
	Injection Permit	 Bureau of Water Pollution	  
	  	Attn: Russ Land 	  
	  	901 S. Stewart Street, Suite 	  
	  	4001 	  
	  	Carson City, Nevada 89701 	  
	  	775-687-9428 	  	Unknown Fugitive dust control permit
      is in place. It will be included as part of the air quality operating permit
      when completed. 
	 	 	 
	Air Quality 	Nevada DEP 	  
	Permit 	Bureau of Air Pollution 	 Unknown 
	  	Attn: Greg Remer 901 S. 	  
	  	Stewart Street, Suite 4001 	  
	  	Carson City, Nevada 89701 	  
	  	775-687-9359 	  
	  	  	  
	  	  	  
	Chemical 	Nevada DEP 	  
	Accident 	Bureau of Waster 	  	Unknown Plant detailed engineering required
      to submit this permit application. 
	Prevention 	Management 	  
	Program. 	Attn: Mark Zusy 	 Unknown 
	  	901 S. Stewart Street, Suite 	  
	  	4001 	  
	  	Carson City, Nevada 89701 	  
	  	775-687-9479 	  	  
	 	 	 	 
	Special Use 	Humboldt County 	  	  
	Permit 	Planning Department Attn: 	  	  
	  	Sandy Hammargren 	  	  
	  	Humboldt County 	  	  
	  	Courthouse 	 Unknown 	Unknown 
	  	Winnemucca, NV 89445 	  	  




    



	  	 775-623-6392 	  	  
	Special Use 	 Pershing County 	Unknown 	Unknown Subject to further review
  
	Permit 	 Planning and Building 	  
	  	 Attn: Adam Niles 398 Main
      Street 	  
	  	 Lovelock, NV 89419 	  	  
	  	 775-273-2700 	  	  
	  	 Nevada Department of 	  	  
	Project Review / 	 Wildlife 	  	NDOW consulting with BLM as
      cooperating agency on EA NDOW consulting with BLM as cooperating agency on
      EA 
	Consultation for 	  	  
	Disturbance to 	  	  
	Wildlife Habitat 	  	  
	  	 Nevada Department of 	  
	Industrial 	 Wildlife 	  
	Artificial Pond 	  	  
	Permit 	  	  
	  	  	  
	  	 Nevada Division of 	  
	Storm Water 	 Environmental Protection 	  	  
	General Pen-nit 	 Bureau of Water Pollution 	  	  
	  	 Control 	  	  
	  	 Nevada Division of 	  	  
	Class III Solid 	 Environmental Protection 	  	  
	Waste Disposal 	 Bureau of Waste 	  	  
	Site Permit 	 Management 	  	  
	  	 Federal Energy 	July 17, 2007 	NIA 
	Self-Certification 	 Regulatory Commission 	  	Filed 
	as Qualifying 	  	  	  
	Facility 	  	  	  
	Market-Based 	Federal Energy 	Unknown 	Unknown Subject to 
	Rate Authority 	Regulatory Commission 	  	further review 
	under FPA 	  	  	  
	Section 205 	  	  	  



    


Schedule 1.6 to Development Loan Agreement

Project Pro Formas




Schedule 4.4 to Development Loan Agreement

Litigation

In December 2006, an Affiliate of the Borrower and its former
drilling contractor agreed to the binding arbitration process under the laws of
the State of Nevada in order to resolve certain disputes regarding drilling
services rendered. The maximum amount under dispute approximates $900,000 USD.
The Borrower is confident that the amounts owing are substantially less and
accordingly has accrued a smaller amount; however the outcome of the arbitration
process is not presently determinable.




Schedule 4.6(c) to Development Loan Agreement

Security Filings

UCC-1 Financing Statement Covering the Equity Interests of
the Borrower and Naming the Owner as Debtor filed with the Delaware Secretary of
State.




     Schedule 4.21 to Development
Loan Agreement 

Description of Real Property 

Real Estate Documents 

I. CORE REAL ESTATE DOCUMENTS

LEASES - PRIVATE

	1. 	(a) 	Geothermal Lease Agreement effective
      as of March 31, 2003 by and between Nevada Land and Resource Company, LLC
      and Nevada Geothermal Power Company (formerly known as Noramex
      Corporation), a Memorandum of which was recorded in Humboldt County,
      Nevada on April 23, 2003 as Instrument No. 2003-2346. 
	  	  
	  	  
	  	(b) 	Lease Amendment #189093 dated as of November 1,
      2005 between Nevada Land and Resource Company, LLC and Nevada Geothermal
      Power Company (formerly known as Noramex Corporation).



	 	 	 
	 	(c)	Notice of Lease Amendment #189093 effective as of February
      1, 2006 by and between Nevada Land and Resource Company, LLC and Nevada
      Geothermal Power Company.
	 	 	 
	                     	(d) 	Notice of Lease Amendment #189093 effective as
      of October 3, 2006 by and between Nevada Land and Resource Company, LLC
      and Nevada Geothermal Power, Inc. 
	 	 	 
	  	(e) 	Notice of Lease Amendment #189110 effective as
      of February 1, 2007 by and between Nevada Land and Resource Company, LLC
      and Nevada 
	 	 	 
	                 	(f) 	Geothermal Power Company. Amendment to Geothermal
      Lease Agreement dated as of October 24, 2007 by and between Nevada Geothermal
      Power Company and RLF Nevada Properties, LLC. 
	                 		  
	  	(g)	Memorandum of Lease, dated as of October 24, 2007,
      by and between Nevada Land and Resource Company, LLC and Nevada Geothermal
      Power Company, to be recorded in Humboldt County, Nevada. 
	




    



	2. 	(a) 	Geothermal Lease dated October 19,
      1993 by and between The Burlington Northern and Santa Fe Railway Company,
      LLC, successor-in-interest to The Atchison, Topeka and Santa Fe Railway
      Company, and Nevada Geothermal Power Company, (formerly known as Noramex
      Corporation), together with any memorandum thereof recorded in Humboldt
      County. 
	  	  
	  	  	  
	  	(b) 	Exercise of Option to Renew Lease No.
      187556 effective as of March 1, 2004, by and between The Burlington
      Northern and Santa Fe Railway Company (successor-in-interest to The
      Atchison, Topeka and Santa Fe Railway Company) and Nevada Geothermal Power
      Company (formerly known as Noramex Corporation), recorded in Humboldt
      County, Nevada on October 13, 2005 as Instrument No. 2005-9318. 
	  	  
	  	  



	3. 	
      Assignment and Assumption of Leases dated as of October
      24, 2007, by and among Nevada Geothermal Power Inc. and Nevada Geothermal
      Power Company, collectively as assignor, and NGP Blue Mountain I LLC, as
      assignee, to be recorded in Humboldt County,
Nevada.



LEASES - FEDERAL

	4. 	(a) 	Offer to Lease and Lease for
      Geothermal Resources Serial No. N-80159, effective August 1, 2006, issued
      by the Bureau of Land Management to Nevada Geothermal Power Company
      (formerly known as Noramex Corporation), and recorded in Humboldt County,
      Nevada on July 24, 2007 as Instrument No. 2007-7793. 
	  	  
	  	  	  
	  	(b) 	Assignment of Record Title Interest
      in a Lease for Oil and Gas or Geothermal Resources effective as of
      November 1, 2007, by and between Nevada Geothermal Power Company,
      assignor, and NGP Blue Mountain I LLC, as assignee. 
	  	  
	  	  	  
	5. 	(a) 	Offer to Lease and Lease for
      Geothermal Resources Serial No. N-80086, effective August 1, 2006, issued
      by the Bureau of Land Management to Nevada Geothermal Power Company
      (formerly known as Noramex Corporation), and recorded in Humboldt County,
      Nevada on July 24, 2007 as Instrument No. 2007-7792. 
	  	  
	  	  	  
	  	(b) 	Assignment of Record Title Interest
      in a Lease for Oil and Gas or Geothermal Resources effective as of
      November 1, 2007, by and between 
	  	  



    



	  	  	Nevada Geothermal Power Company,
      assignor, and NGP Blue Mountain I LLC, as assignee. 
	  	  
	6. 	(a) 	Offer to Lease and Lease for
      Geothermal Resources Serial No. N-77668, effective August 1, 2004, issued
      by the Bureau of Land Management to Nevada Geothermal Power Company
      (formerly known as Noramex Corporation), and recorded in Humboldt County,
      Nevada on October 13, 2005 as Instrument No. 2005-9319. 
	  	  
	  	  	  
		(b)	Offer To Lease And Lease For Geothermal
      Resources Serial No. N-77669 issued by the Bureau of Land Management to
      Nevada Geothermal Power Company, a Nevada corporation (formerly known as
      Noramex Corporation), and recorded in Humboldt County, Nevada on October
      13, 2005. 
	  
	  	(c) 	Decision letter from the Bureau of Land
      Management dated November 3, 2005, consolidating Lease N-77669 into Lease
      N-77668. 
	  	  	  
	  	(d) 	Assignment of Record Title Interest
      in a Lease for Oil and Gas or Geothermal Resources effective as of
      November 1, 2007, by and between Nevada Geothermal Power Company,
      assignor, and NGP Blue Mountain I LLC, as assignee. 
	  	  
	  	  	  
	7. 	(a) 	Offer to Lease and Lease for
      Geothermal Resources Serial No. N-58196, effective April 1, 1994, issued
      by the Bureau of Land Management to Nevada Geothermal Power Company
      (formerly known as Noramex Corporation), and recorded in Humboldt County,
      Nevada on October 13, 2005 as Instrument No. 2005-9320. 
	  	  
	  	  	  
	  	(b) 	Assignment of Record Title Interest
      in a Lease for Oil and Gas or Geothermal Resources effective as of
      November 1, 2007, by and between Nevada Geothermal Power Company,
      assignor, and NGP Blue Mountain I LLC, as assignee. 
	  	  
	  	  


TRANSMISSION LINE EASEMENTS*

Easements and rights of way required for the transmission line
for the Project. As of the Effective Date, anticipated easements include:

	1. 	
      Easement agreement by and between the Burlington Northern
      and Santa Fe Railway Company, LLC and NGP Blue Mountain I
  LLC.




  



	2. 	
      Easement agreement by and between the Bureau of Land
      Management and NGP Blue Mountain I LLC.

	 	 
	3. 	
      Easement agreement by and between the Nevada Land and
      Resource Company, LLC and NGP Blue Mountain I LLC.

	 	 
	4. 	
      Easement agreement by and between Moana Investments LLC
      and NGP Blue Mountain I LLC.

	 	 
	5. 	
      Easement agreement by and between Suzanne E. Winier,
      Trustee, and NGP Blue Mountain I LLC.

	 	 
	6. 	
      Easement agreement by and between Springer Mining Company
      and NGP Blue Mountain I LLC.

	 	 
	7. 	
      Easement agreement by and between John E. and Sharon L.
      Smith and NGP Blue Mountain I LLC.

	 	 
	8. 	
      Easement agreement by and between Ron Martinson and Jim
      Martinson, as Grantors, and NGP Blue Mountain I LLC, as Grantee.

	 	 
	9. 	
      Easement agreement by and Affordable Land Investments,
      Inc. and NGP Blue Mountain I LLC.

	 	 
	10. 	
      Easement agreement by and between the Frontier Equity
      Properties, LLC and NGP Blue Mountain I LLC.

	 	 
	11. 	
      Easement agreement by and between the Moana Investments
      LLC and NGP Blue Mountain I LLC.



II. OTHER REAL ESTATE RIGHTS

LEASES - PRIVATE

	1. 	(a) 	Geothermal Lease Agreement for The
      DeLong Section 27 (T36N, R34E) Area, Humboldt County, Nevada, effective as
      of April 15, 2006, by and between JHG, LLC, c/o Will DeLong and Nevada
      Geothermal Power Company. 
	  	  
	  	  
	  	  



    



	  	(b) 	 Amendment to Geothermal Lease Agreement
      by and between JHG, LLC and Nevada Geothermal Power Company.** 
	  	  	
	  	(c) 	 Memorandum of Lease by and between JHG,
      LLC and Nevada Geothermal Power Company, recorded in Humboldt County,
      Nevada. * *
	   
	2. 	(a) 	Geothermal Lease Agreement for The
      Crawford Farm Area, Humboldt County, Nevada, effective as of January 10,
      2006, by and between Crawford Farm and Nevada Geothermal Power Company.
  
	  	  
	  	(b) 	Amendment to Geothermal Lease
      Agreement by and between Nevada Geothermal Power Company and Eldon G.
      Crawford and Brenda D. Crawford, Trustees of the Crawford Family Living
      Trust dated March 17, 2004. ** 
	  	  
	  	  
	  	(c) 	Memorandum of Lease by and between
      Eldon G. Crawford and Brenda D. Crawford, Trustees of the Crawford Family
      Living Trust dated March 17, 2004 and Nevada Geothermal Power Company,
      recorded in Humboldt County, Nevada. * * 
	  	  
	  	  


** To be executed and delivered after the Effective Date. 

WATER RIGHTS

	1. 	
      Division of Water Resources Permit No. 72978 issued to
      Nevada Geothermal Power Inc., a corporation registered in British
      Columbia, and Nevada Land and Resource Company, LLC, a Delaware limited
      liability company, on September 8th, 2006.

	 	 
	2. 	
      Division of Water Resources Permit No. 73541 issued to
      Nevada Geothermal Power Inc., a corporation registered in British
      Columbia, and Nevada Land and Resource Company, LLC, a Delaware limited
      liability company, on September 8th, 2006.

	 	 
	3. 	
      Division of Water Resources Permit No. 73542 issued to
      Nevada Geothermal Power Inc., a corporation registered in British
      Columbia, and Nevada Land and Resource Company, LLC, a Delaware limited
      liability company, on September 8th, 2006.

	 	 
	4. 	
      Division of Water Resources Permit No. 73543 issued to
      Nevada Geothermal Power Inc., a corporation registered in British
      Columbia, and Nevada Land and




      


Resource Company, LLC, a Delaware
limited liability company, on September 8th, 2006.

	5. 	
      Quitclaim Deed executed by Nevada Geothermal Power Inc.
      in favor of NGP Blue Mountain I LLC recorded on September 25, 2007 as
      Instrument No. 2007 9164.



RIGHT OF WAY*

	1. 	
      Application for Federal Right-of-Way filed with the
      Bureau of Land Management on September 29, 2006.



*Easements and right of way have not been obtained or entered
into as of the Effective Date.




Schedule 5.1(j) to Development Loan Agreement 

Separateness 

Borrower shall undertake the
  following activities:

	1. 	prepare and maintain its own separate, full and
      complete books, records and financial statements; 
	  	  
	2. 	maintain all formalities regarding the separate
      existence of Borrower and act only in its own name and through authorized
      agents pursuant to its organizational documents; 
	  	  
	3. 	maintain separate bank accounts in its own name
      and all investments made by or on behalf of Borrower shall be made solely
      in Borrower's name; 
	  	  
	4. 	refrain from guaranteeing any debts of any of
      its Affiliates, except for obligations of Borrower to Borrower's or its
      direct or indirect parent companies' consultants, attorneys, employees or
      other service providers providing services in connection with the
      activities of Borrower; 
	  	  
	5. 	refrain from acquiring obligations or debt
      securities of, or making loans or advances to, any of its Affiliates
      except as permitted under the Loan Documents; 
	  	  
	6. 	refrain from commingling any of its money or
      other assets with the money or assets of any of its Affiliates (it being
      understood that this clause (f) shall not limit Borrower's ability to
      enter into joint ventures, partnerships and similar arrangements with its
      Affiliates); 
	  	  
	7. 	ensure that all business transactions that are
      entered into by Borrower with any of its Affiliates shall be on terms and
      conditions not more or less favorable to Borrower than terms and
      conditions available at the time to Borrower for comparable transactions
      with unaffiliated persons and shall have been approved in accordance with
      its organizational documents and shall otherwise comply with the
      provisions of the Loan Documents; provided that Borrower may enter
      into joint ventures, partnerships, reimbursement arrangements and similar
      arrangements with its Affiliates on terms that would not be available in
      transactions with unaffiliated parties so long as such transactions are
      permitted under the Loan Documents; 
	  	  
	S. 	ensure that the capitalization of Borrower
      shall be adequate in light of its contemplated business and obligations;
    



    



	9. 	
      manage directly its own liabilities, including paying its
      own operating expenses. In the event employees of Borrower participate in
      or receive payroll, benefits or pension, insurance, other benefit plans of
      or from any of its Affiliates, Borrower, on a current basis, shall
      reimburse such Affiliate for Borrower's pro rata share of the costs
      thereof to the extent permitted under the Loan Documents;

	 	 
	10. 	
      use separate stationery, invoices and checks;
  and

	 	 
	11. 	
      hold itself out as a separate entity and shall correct
      any misunderstanding regarding its separate entity status of which
      Borrower has actual knowledge.




      


Schedule 5.2(f) to Development Loan Agreement

Related Person Transactions

 

None.




Schedule 7.8 to Development Loan Agreement

Addresses for Notices


  	Borrower: 	NGP Blue Mountain I LLC 
	  	1755 East Plumb Lane, Suite 220 
	  	Reno, Nevada 89502 
	  	Telephone: (775) 786-3399 
	  	Attention: Max Walenciak 
	  	  
	  	with two copies (one to each of the contacts
        listed in the 
	  	attention line below) to: 
	  	  
	  	Nevada Geothermal Power Inc. 
	  	Suite 900 - 409 Granville Street 
	  	Vancouver, BC V6C 1T2 
	  	Canada 
	  	Telephone: (604) 688-1553 
	  	Fax: (604) 688-5926 
	  	Attention: Brian Fairbank & Andrew Studley
      





  	GLITNIR: 	Glitnir Banki hf 
	  	222 East 41st Street 
	  	New York, NY 10017 
	  	Telephone: (212) 922-0228 
	  	Fax: (212) 922-0882 
	  	Attention: Charles J. Arrigo II 
	  	  
	  	with a copy to: 
	  	  
	  	Glitnir Banki hf 
	  	Kirkjusandur 2 
	  	155 Reykjavik, Iceland 
	  	Fax: (354) 440-4520 
	  	Attention: Olafur Sveinsson, International
        Banking 




      


EXHIBIT 6

TO

POWER PURCHASE AGREEMENT

REVISED PROJECT MILESTONE SCHEDULE

1. Nevada Power Company and Nevada Geothermal Power Company
entered into that certain Long-Term Firm Portfolio Energy Credit and Renewable
Power Purchase Agreement ("Agreement") as of the 18th day of August 2006. All
capitalized terms not otherwise defined herein shall have the meaning assigned
such terms in the Agreement. Buyer received PUCN approval of this Agreement on
February 12, 2007. Pursuant to the Agreement, Buyer hereby provides this revised
EXHIBIT 6 [REVISED PROJECT MILESTONE SCHEDULE] that hereby supersedes and
replaces in its entirety the original EXHIBIT 6 [PROJECT MILESTONE
SCHEDULE].

2. All milestones may be completed earlier than the stated
times below, at the sole option of Supplier.

	A) 	Project Milestone: Supplier
      shall provide a geophysical or geological exploration plan on the
      geothermal resource which would define the geothermal resource. Such plan
      shall specify start and completion dates of the geophysical or geological
      exploration work. 
	  	  
	  	Completion Date:  March 14, 2007
	  	  
		Documentation: Supplier shall
      provide Buyer with documentation from a qualified professional of the
      actual resource exploration work completed and the associated data, 
	  	  
	B) 	Project Milestone: Supplier
      shall obtain all permits, licenses, easements and approvals to construct
      and operate the Generating Facility, including the UEPA permit. 
	  	
	  	Completion Date: August 12, 2008 




    



		Documentation: Supplier shall
      provide Buyer with written documentation and decisions from the
      appropriate agencies indicating hearings during which approvals were
      granted and final written decisions from those agencies where the approval
      was made. 
	  	  
	C) 	Project Milestone: Supplier
      shall demonstrate to Buyer that it has obtained adequate water rights for
      the operation of the Generating Facility. 
	 
	  	Completion Date: February 12, 2008 
	  	  
		Documentation: Supplier shall
      provide Buyer with written documentation demonstrating that Supplier has
      secured adequate water rights for the operation of the Generating
      Facility. 
	  	  
	D) 	Project Milestone: Supplier
      shall demonstrate to Buyer that it has complete financing for construction
      of the Generating Facility. 
	  	  
	  	Completion Date: August 12, 2008 
	  	  
	  	Documentation:
      Supplier shall provide Buyer with written documentation demonstrating
      that Supplier has secured construction financing for the Generating
      Facility. 
	  
	E) 	
      Project Milestone: Notice to proceed has been
      issued to the construction contractor under the turnkey engineering,
      procurement and construction contract (the "EPC Contract") for the
      Generating Facility and construction of the Generating Facility has
      commenced. 

	  	  
	  	Completion Date:  August 12, 2008    
	  	  
		Documentation: Supplier shall
      provide Buyer a copy of the executed Notice to Proceed acknowledged by the
      construction contractor and documentation from qualified professionals
      which indicate that work has begun regarding the engineering, procurement
      and construction of the Generating Facility. 
	  	  
	F) 	
      Project Milestone: Supplier shall complete the
      drilling and testing of the initial production wells, which shall deliver
      hot water sufficient to demonstrate a viable geothermal resource with a
      minimum net capacity of 18.75 MW. Wells are to have flowed for a test
      period of 48 continuous hours or until stabilization occurs. Stabilization
      shall be considered met when the flow rate and temperature at the end of
      any 8-hour continuous period shall not be less than 98% of the first hour
      of the 8-hour period. 





      



		Supplier shall provide Buyer pursuant
      to Section 29 (Notices) of this Agreement with written notification 48
      hours prior to conducting such drilling and testing, but shall provide
      such notice with as much advance notice as practicable. 
	  	  
	  	Completion Date: February 12, 2008 
	  	  
		Documentation: Supplier shall
      provide Buyer with the data from the well test, which well test is
      performed by qualified professionals and indicates delivery of hot water
      of the quantity and quality as indicated. An authorized representative of
  Buyer shall have the right to be present during and witness such test.  
	
	G) 	 Project Milestone: Supplier's
      major equipment shall be delivered to the Generating Facility's
      construction site.
	  	  
	  	Completion Date: Sixteen (16)
      months after Notice to Proceed has been issued to the construction
      contractor under the EPC Contract. 
	  	
		Documentation: Supplier shall
      provide Buyer with documentation that the major equipment has been
      delivered to the Generating Facility's construction site. 
	
	H) 	Project Milestone: Supplier
      shall complete the drilling of all the production and injection wells,
      which shall deliver a combined rate of hot water sufficient to generate a
      minimum of 18.75 net MW of electrical energy, and shall be capable
      of injecting fluids produced by the production wells. Supplier shall
      provide Buyer pursuant to the Section 29 (Notices) of this Agreement with
      written notification 48 hours prior to conducting any such drilling and
      testing, but shall provide such notice with as much advance notice as
      practicable. 
	  	  
	  	Completion Date: Twelve (12)
      months after Notice to Proceed has been issued to the construction
      contractor under the EPC Contract. 
	  	 
		Documentation: Supplier shall
      provide Buyer with the data from the well tests, which well tests are
      performed by qualified professionals and indicate delivery of hot water of
      the quantity and quality as indicated and the capability of injection of
      all production fluids from the production wells. An authorized
      representative of Buyer shall have the right to be present during and
      witness such drilling and testing. 




      



	I) 	 Project Milestone: Supplier shall
      qualify as a QF or such similar status under applicable Law. 
	  	 
	  	Completion Date: December 13, 2009 
	  	  
		Documentation: Supplier shall
      provide Buyer with documentation that it has filed for and obtained EWG,
      QF or such similar status under applicable Law and shall remain a QF or
      such similar status for the entire Term of this 
	Agreement. 
	  	  
	J) 	Project Milestone: Supplier
      shall have installed two (2) or more generators with a total installed
      capacity nameplate rating stated in Exhibit I. 
	  	  
	  	Completion Date: December 12, 2009 
	  	  
		Documentation: Supplier shall
      provide written notice to Buyer that the Generating Facility is comprised
      of a total of two (2) or more turbine generators, all of which are fully
      installed and operational at the Generating Facility site, and further
      satisfies the definition of the Generating Facility in 
	the Agreement. 
	  	  
	K) 	 Project Milestone: The Generating
      Facility achieves the Operation Date.
	  	  
	  	Completion Date: January 12, 2010 
	  	  
		Documentation: Buyer's Meters
      shall record Energy being delivered from the Generating Facility to Buyer
      and the Generating Facility provides written notice to Buyer that the
      Generating Facility satisfies the definition of Operation Date in the
      Agreement. 
	  	  
	L) 	 Project Milestone: The Generating
      Facility achieves the Commercial Operation Date. 
	  	 
	  	Completion Date: February 12, 2010 
	  	  
		Documentation: Supplier
      provides written notice to Buyer that the Generating Facility satisfies
      the definition of Commercial Operation Date in 
	the Agreement.